Night of Requiem: Rebirth
by Horned King II
Summary: "Nick Fury approaches a young Peter Parker to enlist him in S.H.I.E.L.D. Years later, Agent Parker and his allies must choose sides as the world descends into anarchy, and commences in mankind's oldest tradition... war." This is a rewrite of the original story with which I have been given permission to continue on. Main pairing is Spider-Man and Black Widow
1. Chapter 1

**MorgothII: Hello! I'm not dead yet! This is my latest project! I wish to give the credt to the original writer, Theopholos Whenntooda. The original story is Night of Requiem. He had stopped working on it and put it up for adoption, which I asked for. The first five chapters are just what he wrote so if you notice a change in writing stlye that's why. I hope you enjoy this.**


	2. Chapter 2

So this has been rattling around in my head for some time. Gotta write it down, otherwise I'll lose it.

I'm filing it under Avengers, but it's really a Spider-Man tale about the Marvel Universe as a whole. AU. I know the concept has already been used, but hey, can't fault me, right?

Main pairing: Peter/Natasha(Spider-Man/Black Widow) Gonna have fun with this one.

* * *

**Six Years Ago**

"Not the cleanest kill I've ever seen."

Peter Parker whirled around, his mask in his hand, a wild look in his eye. His spider-sense had not gone off, and yet he had been taken by surprise. Before him stood a tall, black man with an eyepatch over his left eye. He had a carefully guarded look on his face, and his hands were clasped behind him.

"Throwing a guy out of a window, causing his neck to snap from that web-stuff you got? Yeah, not the best thing in the world."

"Who are you?" Peter asked demandingly. The man raised an eyebrow. "What do you want?"

"One question at a time," he responded calmly. "I think you know the answer to the first question."

Peter looked at the face more closely, realizing he did know who it was.

"You're Nick Fury," he said quietly. "Head of S.H.I.E.L.D."

"Smart boy," the man, Fury, said, starting to walk toward Peter. "And you should know… it's not about what I want. It's about what you want. The trick is to get those two visions of reality to coincide." Peter gave him a blank look. "Means you do what I want you to do or you go to jail."

"You can't arrest me," Peter said wildly, the picture of the robber's face coming forcefully to the forefront of his mind. "I… I haven't…"

"You killed a man tonight," Fury went on, still unperturbed. "A man who killed your uncle and aunt in your home while you were away. While you were away playing big-time wrestler, incidentally. Oh, and it seems the guy was robbing the wrestling arena a few hours previously… right around the time when you would have been clocking out." He lowered his head, his eye gazing piercingly at Peter, whose mouth was open in shock. "So obviously you are feeling guilt-ridden, 'cause it seems you had an opportunity to stop said bad guy. But you didn't. Instead, you exact revenge, and kill the guy. Stupidly." He shook his head. "Not a very responsible way to use that great power, Peter."

"How… what… where…" Peter stammered, the questions coming to his mind faster than he could ask them. He pointed at Fury. "How did you get up here?" Fury gave him that lowered-head look.

"I'm the director of the world's biggest peace-keeping taskforce," he answered. "You really think getting to the top of the PishkinBuilding is beyond my ability?"

"How did you… how did you know…?"

"With great power comes great responsibility?" Fury finished. "I'm the guy that told it to the guy that told it to your Uncle Ben."

Peter followed the pattern, and realized that Fury knew his father. Uncle Ben had told him that Richard Parker had said that those destined for great things had a responsibility to do those things.

"You knew my father," Peter said as a statement. Fury nodded. "How? He was a scientist for Trask Industries."

"Yeah, the cover was so good," Fury said, "we felt it was better to let you and your relatives believe the lie. 'Cause the truth… well, the truth is just too messy for civilians to deal with."

"Truth?" Peter repeated. "What truth?" Fury looked at him with that piercing gaze.

"The truth that your parents were top-level agents of S.H.I.E.L.D.," he explained. "And that they were killed on assignment taking down the Red Skull."

* * *

**The boy had been shocked to discover the truth. But he accepted it in light of the evidence.**

Richard and Mary Parker, both Level 9 agents, had been killed by Johann Shmidt years previously, leaving the infant Peter in the care of Richard's brother and sister-in-law, Ben and May. They had raised the young boy as their own, until they themselves had been killed by the robber.

Ben and May Parker never knew their family's occupation. Ironically, they never knew that Peter led a double life as The Amazing Spider-Man.

His wrestling career was doomed before it even took off. Coulson had been assigned to watch the Parkers as per Richard's last request. He kept Fury informed of Peter's moonlighting wrestling, following the incident at Oscorp in involving the radioactive spider. He was flagged as a moderate risk mutagenic danger, being raised to high risk after he killed the man who murdered his aunt and uncle.

Fury understood. He understood all too well. So it was thus he knew it was time to bring the boy in.

"You want me to join S.H.I.E.L.D.?" Peter asked. The two of them were in a S.H.I.E.L.D. controlled restaurant, Peter having changed into his normal clothes.

"I want you to accept S.H.I.E.L.D. training," Fury explained. "And then I want to send you on some minor missions. After a year, maybe two, probably three… then we'll review your performance and we might accept your application."

"Application?" Peter repeated, making a face. "I'm being forced into this."

"Either you work for me," Fury said, taking a sip of his orange julius, "or you rot in one of our high-capacity prison cells. Trust me… you wanna work for me."

"The lesser of two sucks," Peter grumbled, looking out the window. Fury put his drink down on the table, more forcefully than normal.

"Listen, kemosabe," he said, pointing a finger at Peter, who looked surprised. "I don't know if you realize, but… you killed a man tonight. And it was messy. Sloppy. You can only do messy and sloppy if you're sending a message, and the only message we're getting is that you are an emotional teenager who can't control himself, and who is very likely to snap and kill some more. Soon, it won't be criminals you're killing."

"I don't wanna kill anyone," Peter mumbled, looking down. "I shouldn't have… it was stupid…"

"Damn right it was stupid," Fury said. "And now you come to my other point. Either you go on a killing spree, or you become a recluse… and all that power and energy goes to waste. And if there's one thing I hate above all else… it is waste."

"So you're gonna use me?" Peter asked, raising an eyebrow.

"Yes, I am going to use you," Fury answered. "I am going to use you to kill, steal, maim, torture, perform coups, and all kinds of black ops. You wanna know why? Because you screwed up. And you screwed up big. And you know it."

Peter looked down again. To his credit, he didn't try to pass off what he did as minor. He knew what he did was wrong. But he seemed to be finding it difficult to figure out why doing it again for Fury would be right.

Sometimes, Fury thought that as well.

"How does killing, maiming, all that stuff for you any better than… than what I did tonight?" Peter asked. Fury took a deep breath.

"Would you say that the soldier in combat killing his countries' enemies bad?" Fury asked. "Any soldier defending his homeland, so exclude America for a moment. Or a man defending his home? There's a fine line, and you've crossed it without even seeing it. I am going to show you how to see it, and how not to cross it. Because the next time you cross that line… you're gone."

Peter frowned.

"I… I'm glad you're not making this about living up to my parent's legacy," he said finally.

"I would do that to someone stupid or to a child," Fury said. "I know for a fact you aren't stupid, even if you do stupid things. And after tonight… you are no longer a child. Time to put away childish things."

* * *

**Peter had barely said "yes" before several men in suits appeared out of nowhere to whisk him and Fury off.**

A quick car ride later took them to a massive building off the coast of New York, a little ways off from Coney Island. Fury called it the Triskelion.

They entered at ground level, and Peter had barely taken the time to glance around at the stunning technology and logistics they had when he was scuttled into an elevator, going up to the 168th floor.

The elevator doors opened, and Fury walked out first. Peter was ushered out by the other man who had accompanied them, a man Fury had introduced as "Agent Coulson."

"Kids, meet the Spider-Man. Spider-Man, kids."

Peter blinked, for indeed, he was facing a group of young people, teenagers. One was shorter than he was, with sandy-blonde hair and wispy hair growing at his chin. Another was a taller boy with jet-black hair that fell in his eyes. And the third…

The third was the most beautiful girl Peter had ever met. Tall, redhead, and with an already impressive bust and butt that would only improve as she got older. He guessed she was 16 or 17, and he suddenly wished he was taller, older. They all looked at him, observing him. Finally, the sandy-haired boy walked over, sticking his hand out.

"Spider-Man? Man, we gotta get you a better code name. I'm Clint, but my awesome code is… 'Hawkeye.'"

"Back off, Barton," the taller boy said coldly. "We're not here to socialize."

"No," the girl agreed, but smiled slightly all the same, "but a little familiarity wouldn't kill us, seeing as how we are to work together." She looked back at Peter. "I'm Natasha, the Black Widow."

His brain seemed to have stalled, as he took in everything about her, from her somewhat exposed cleavage to her lilting Russian accent.

"All you kids will have a better chance of getting to know each other later," Fury said, sitting down in a chair behind a desk. "This isn't my desk, by the way. Bucky, lighten up, you're not fighting World War Two now."

The tall boy, Bucky, grimaced, as though he knew Fury only said that for Peter's benefit. Fury stared straight at Peter.

"Who you were… who you might have become… is lost. It was always going to be this way, the moment you went down on this path. You chose this, remember. We're going to make you better, stronger, faster. You already have the gifts. Now we're going to teach you how to use them."

He leaned back in the chair, folding his hands behind his head.

"Welcome to Level Ten. Only you guys can get here… so don't tap out. Ever. You know what will happen when you do."


	3. Chapter 3

**A Different Spider**

* * *

_"Spider-Man, you are a go. Good luck."_

"Thank you, Ms. Danvers," Peter Parker said cheerfully into his earpiece before clicking it off. He spread his arms, feeling the wind rush past them.

He was roughly 200 feet away from being an arachnid splat on the metal fortified roof of the base below him. He blinked, which caused the HUD in his goggles to disperse with all of the data it was feeding him, wanting to enjoy the moment and gauge the safe zone himself.

_"Agent Parker, why have you shut off your HUD?" _came the worried voice of Carol Danvers, his operator. _"Hang on… did you jump before you got mission clearance?"_

"I thought I got rid of the suit bugs," Peter said idly, splitting his concentration between the conversation and his fall. "You don't have to worry about me, Mother."

_"Someone has to keep an eye on you. Oh dear god, will you just shoot a web already?!"_

"You've been keeping more than an eye on me," Peter replied slyly, not doing anything. "Come on, admit it… you want my body. Say it."

_"Agent Parker, pull up!" _Carol yelled.

"Say it!"

_"Peter! Oh, fine. I want your body! Now for God's sake, pull up!"_

"Not a problem," he answered, shooting a web-line from the shooter on his wrist. He had designed them specifically to work for himself. Only people with his strength and reflexes could possibly hope to utilize them, and they still wouldn't be able to work out the weaponized tactics of the web. It was a work of art that operated in sync with his spider powers.

The web pulled taut, and his downward momentum turned into a swing, which then shot him sideways through a glass window. A bullet-proof glass window, as he found out.

His suit's shock absorbers took most of the force of the strong window, but it still hurt enough to cause him to wince. Still, he shattered the glass, and rolled into the building, drawing out his twin sidearms.

Three men were in the room he just broke into. Two seconds later, they were lying on the floor, blood pooling from their heads.

"Ow," he muttered, grimacing. "Can we get Intel to do a better job covering these buildings?"

_"Agent Parker, you know recces don't bother with minute detail for you Level Tens," _Carol reminded him. He made a face. _"I saw that."_

"And you have a camera in my bathroom, too," Peter grumbled. "If you want me to pose for you, all you gotta do it ask. And buy me dinner."

He moved swiftly through the building, taking out guards wherever he saw them. He stopped to reload before going into the final room, making note of the alarm klaxons that had gone off a few seconds after his entry.

"Their radar isn't working," he pointed out. "They should have been able to pick me up while I was still falling."

_"The surveillance people were out on coffee break. That's why I time your missions for you."_

"And a sucky job you do of it, too," Peter mumbled, away from his mic. He had quickly learned how to deactivate all of the S.H.I.E.L.D. bugs in his suit, but the problem was Carol kept putting them back.

She clearly had a crush on him, while he barely tolerated her. It wasn't that she was annoying. It was that she was too much… S.H.I.E.L.D.

_Can't let them know I think that._

The room he was entering was the reason why he was here. In the center of the room was a girl with bright red hair, with large metal chains around her wrists and ankles. She was no more than fourteen years old.

Peter looked around the dark room, scanning for threats. Behind the girl was a man, a man with white hair and a silver arm.

"Cable," Peter said, calling him out. "Tell you what, release the girl now, and I won't bring you in."

"Ha," the man, Cable, grunted, and it was obvious he was in extreme pain. "I know what that means to Spider-Man. It means I get a bullet in the head, quick and painless."

"Better alternative than what Carter wants to do to you," Peter pointed out, his pistols still in his hands. "Seriously… you really don't want to be taken alive. Because when we're done with you, you get handed over to the X-Men, and they want a reckoning."

"Does… S.H.I.E.L.D. know you're trying to recondition me?" Cable asked, every word an effort. Peter was surprised he knew the term Level Ten agents used for killing.

"No, they don't," he said. "And they don't have to." He glanced behind him, hearing the sounds of battle. "Shit, they're here. I'm taking the girl, Summers. Whether I take you too is up to-,"

Cable had vanished in the instant Peter had turned away. He fell silent, staying still. Cable was making the one mistake everyone made when they tried to take down Peter. They tried to sneak up on him.

His spider-sense alerted him to Cable's attack, which came from above. He twisted underneath the larger man, shooting him through the side.

"Oh, hell," he muttered, realizing it wasn't a clean kill. Cable crumbled down, lying among the blood splatter he had made. Peter looked down on him.

"Don't… don't…" Cable stuttered, blood dripping down his mouth.

"Don't what?" Peter asked.

"Don't… hurt her…"

Peter looked around at the girl, then turned his head back and nodded.

The door burst open, and Peter raised his smoking pistols to face the new threat. But it wasn't a new threat at all.

"When are you going to learn to wait for back-up?" said Natasha Romanov, the Black Widow, pointing her own Beret .9 mil. at him, her mouth curved upwards in a smile.

"When are you going to learn I don't need it?" he asked back, pleased to see her nonetheless. They both lowered their guns, and S.H.I.E.L.D. troops flooded the room, some inspecting Cable's now dead body, others going to rescue the girl. "Is this it?" he asked, looking around. "You took care of all the guys in the training grounds?" Natasha shook her head.

"Hawkeye's dealing with them now," she replied, jerking her head toward the hallway, her mane of dark red hair flowing. "But you know him. He takes forever, for never missing a shot."

"Well then," Peter said, grinning under his mask. "What are we waiting for?"

* * *

**The mission to recover Hope Summers had gone well. She was being taken by private transport to Westchester, New York, back to the X-Mansion.**

As Peter sat onboard the S.H.I.E.L.D. drop ship returning to the Triskelion, he reflected on Cable, as to why he went insane and tried to stop the X-Men from keeping her safe. Technically, Scott Summers, leader of the X-Men, hadn't asked for S.H.I.E.L.D. intervention. But then again, Level Ten were a law unto their own.

Which lead Peter to reflect on his own life as an agent of the peace-keeping taskforce. As Natasha rested her head on his shoulder, he thought about the past, and the man he had become.

Six years had gone by since Nick Fury had cornered him into joining the organization. He had trained for two years before going out into the field, becoming a fully authorized agent another two years later. It had taken him even longer than Fury thought it would, but it didn't matter. He was an excellent operative, not an exemplary one. Those were the ones they performed tests on, and were generally assholes.

He still remembered the first person he had ever killed in cold-blood. His name was Roderick Kingsley, a not widely-known figure in the criminal underworld of New York. The robber who killed Uncle Ben and Aunt May used to work for Kingsley, so there was a certain poetic justice to the act.

It didn't take long for Peter to square what he was doing with his conscience, especially after their missions against a newly-reformed Hydra took place. They had beaten them back fairly well, but vestiges were still popping up here and there.

Peter looked at the mask in his hand. It was a simple matte black mask that covered his eyes, nose, and mouth, with a fully integrated Heads-Up Display in the goggles, which had a downward slant to them, giving them a forbidding look. The bottom half had a breathing apparatus that gave him oxygen under water, in dust storms, even in space, for a limited time. His suit was a modification of the standard S.H.I.E.L.D. field agents uniform, which was black with dark blue details, and the S.H.I.E.L.D. emblem on the shoulder. A spider emblem was on the other shoulder, dark red against the black. The suit was equipped with shock absorbers, bullet-proof lined fabric, and technical support that fed into the HUD in his mask, giving him his health and vitals at all times.

All in all, a far cry from the colorful costume he wore for the brief time he spent as a wrestler. That was a part of his past that was forever etched into his memory, making him who he was.

He glanced at the woman who had lain her head on his shoulder. Natasha, the girl he had fallen in love with from the moment he knew her. As was predicted, her already beautiful features only improved as she got older, with her burgeoning chest filling out her suit to the point where she always had her front zipper down a considerable length, revealing her gorgeous cleavage. Her butt was tightly encased in the leather Kevlar fabric, as well as her shapely legs. Gone was the time when Peter wished he was taller, as he had overtaken her in height a few years previously. But his feelings for her had only strengthened. He had never told her, and she counted him among her closest friends, hence the reason she was treating him like someone in the friend-zone.

Across from them sat Clint Barton, codename Hawkeye. He was one of the few Level Ten agents who was not superhuman in any sense of the word, except for uncanny aim. Hawkeye never missed. Ever. He had long ago dispensed with the wispy hair of puberty, going clean-shaven at all times. His sunglasses were still on, and Peter and Natasha often teased him when he wore them on night missions, singing the old 80's song by Corey Hart.

His demeanor had changed in the past six years. From the sarcastic, friendly boy he once was, he had become a cynical, hardened man, mostly stemming from the death of his family that had occurred during one of their later missions. But Peter knew he would give his life for them, as they would for him.

"Where's Bucky?" Peter asked the two. Clint made a face.

"He didn't want to come," Natasha answered without raising her head or opening her eyes. "Had important things to discuss with the VP."

Peter rolled his eyes. Sharon Carter, the self-appointed "Senior Operator" of Level Ten, was a controlling bitch who was always seeking new ways to distinguish herself. There was no doubt she was an effective operator, but that was the only reason Fury hadn't fired her yet.

Peter, Natasha, Clint, and Bucky were the "Tenlets," as people called them. Or, they used to call them, up until a few years ago. Now as adults they were fully integrated into Level Ten, but they still carried out most of their missions in their four-man squad. Bucky was the one who was mostly absent, choosing to accept missions with Commander Rogers, the head of field agents of Level Ten.

Steve Rogers was a decorated WWII veteran who was still alive and well due to the Super Soldier Serum he had been injected with in the 1940's. Dubbed by the general public as "Captain America," Rogers survived the war, and returned home to found S. .L.D. along with Shepard Fury, the current director's father. The Super Soldier Serum was rediscovered by Tony Stark several years ago, which led to the creation of Level Ten.

"Stark's not a biochemist," Peter said aloud, still deep in his thoughts. "How did he do it?"

"He didn't do it alone," Natasha answered, knowing exactly what he was talking about. Her Russian accent, much reduced now but still musical to the ear, was soft. After all the years working together, living together, spending most of their time together, she knew his mind almost better than he did himself. "Henry Pym did most of the research."

"Oh yeah," Peter said. Henry Pym, one of the leading men of biochemistry, volunteered to be the first agent of Level Ten. He did not have the 3S, as it came to be called, but utilized his own inventions that caused him to either grow in size, or shrink. He became known as the legendary Ant-Man, until his death ten years ago.

Since then, 3S became standard for Level Ten agents who didn't already have powers, or who were mutants. Mutant children generally went to the X-Men, but for the adults who wished a more loftier calling, they joined Level Ten, some of them retaining their X-Men status. Agent Logan came to mind, as well as Agent Rogue.

The other half of Level Ten was the operators, trained desk-jockeys who supplied the agents with constant intel and updates, as well as keeping them in sync with the happenings at base.

_"Arriving at the Triskelion,"_ said the voice of their pilot, Jordan. _"You're off-duty and I'm not, you bastards…"_

"Food, shower, sleep," Peter said, prioritizing, but Clint shook his head.

"Shower, food, sleep," he said.

"Sleep," Natasha yawned, raising her head off Peter's shoulder. "Then more sleep."

Natasha had been injected with 3S, giving her reflexes and strength beyond that of a normal human female, and while during mission times she was as alert as the rest of them, during the off-hours she slept as much as she could. It was a minor side-effect, considering some of the worse symptoms suffered by less-fortunate subjects of 3S.

Clint snorted, turning his head to look out the door. Clint had refused point-blank to be injected with 3S, relying on his own skills and abilities. He was the only Level Ten agent who, for all intents and purposes, was normal. Normal in the sense that he wasn't superhuman or mutant.

Peter got up, stretching widely, his hands hitting the sides of the drop-ship's interior. His own spider-powers granted him strength, agility, and reflexes beyond that of 3S, and he often took pleasure in rubbing it in his comrades' noses. He had sparred with Commander Rogers before, being beaten by the older man only by his extensive experience. Rogers had told him that Peter was the only new recruit who came close to making him break a sweat.

"Home, sweet home," Peter said. "Hope they didn't put all the awww, no!" His sentence trailed away in a moan as he noticed the hangar bay was crowded with several different transport ships, ranging from personnel carriers to food and supply.

"Why do they never schedule their drop-offs?" Clint asked rhetorically. They all knew the answer, but Natasha, always the practical one, felt obliged to answer.

"It's always random to avoid being attacked by hostiles," she said, also standing up. "God, I need my pillow. Peter, you need to stop working out. You're too hard." She pouted, swatting the shoulder she had been napping on. "And don't you dare," she added, pointing menacingly at Clint's face, "don't you dare make the joke."

Clint was working hard to keep his face straight.

"It's so perfect," he whispered. "It's so tempting…"

The drop-ship lurched as it slowed to a halt, lowering itself onto the hangar deck, Jordan somehow finding an empty spot among the many transports. As they landed, a tremor ran through the hangar, causing it to shudder as though hit by an earthquake.

_"Incoming…" _Jordan said in a bored tone. The three of them laughed, jumping down onto the deck, making their way to the lift that would take them up to the 164th floor, where Level Ten was situated.

"I hope Fury doesn't have anything for us today," Natasha said as Peter pressed the button. The floor trembled as the lift rose. "I'm dead tired."

"You were up late last night," Peter observed. "What the hell were you doing?" She glared at him.

"Stalking me again, Peter?" she asked him sardonically. He laughed.

"Gone are the days when I wished I was taller than you," he chuckled. She hit him on the shoulder again, this time harder.

"That's because you are taller, bitch," she said. "What about you, Clint? Job well done, what are you going to do rest of the day?"

"Target practice," he said predictably. Peter and Natasha sighed together.

"What is it this time?" Peter asked. Clint grinned savagely.

"Specter's cloak," he replied. Clint had a tradition of using different Level Ten members' items as targets when he got bored of S.H.I.E.L.D. issue targets, which was at least a few months into his training. He had shot Luke Cage's chains, Quicksilver's shoes, several different uniforms, and best of all, Sharon Carter's bras. While Carter had been operator for one of Roger's missions, Hawkeye had shot several arrows into the underwear, the entirety of Level Ten in the viewing bay, cheering on every arrow fired. They scattered as soon as Fury showed up, but all the director did was reprimand Clint and give him a two-day probation.

But this time, Peter was worried he might go too far. Marc Specter, codename Moon Knight, was not a happy camper. That was a light way of saying he was a psychopath who would break your neck just to see if you healed from it. He wore a white hood and cloak over his uniform, and no one dared tell him it was against regulations, not even Carter.

"Taking the joy-ride a little too far, Clint?" Peter asked, worried at the strange pleasure Clint was getting from the anticipation. "I mean, I hate to be a buzz-kill, but come on, man… this is Moon Knight we're taking about…"

"Yeah, I know," Clint said.

"Remember what he did to Jessica last week?" Natasha said, also concerned.

"Yeah, I know," Clint repeated. "Everyone knows what he did. No evidence, but Fury warned him what would happen the next time. So… this is the next time."

Natasha frowned, but Peter knew exactly what he was planning.

"Don't," he said, putting a hand on Clint's shoulder. "Don't do that. It's not worth it… he'll probably figure it out anyway…"

Clint took off his sunglasses, letting Peter see the emotion in his eyes.

"He hurt Jess," he said simply. "How can I let that pass?"

He turned and walked away. Natasha still frowned, until she gasped in comprehension.

"He's going to… he's going to antagonize Specter into attacking him," she said. "And then Fury will have to do something about it. But… that's stupid!"

"No, it's not," Peter said quietly. Natasha looked at him, but didn't argue the point.

Jessica Drew was a late-comer to Level Ten, having previously been a brain-washed agent of Hydra. She shared many similarities to Peter's powers, so much that she was given the codename "Spider-Woman." He helped her train them, and the two had formed a close friendship. Peter had helped set up Clint and Jessica on a blind date, and the two had been slowly developing a relationship ever since.

But now Peter knew what was going to happen. Clint was going to prove his love to Jessica and to himself. They would be closer than ever after this.

Granted, Cling might not survive after this. But that was why Peter hurried after him, determined to back him up.


	4. Chapter 4

Prev1. Six Years Ago2. A Different Spider3. Don't Back Down4. Our Design Is Right5. Burn It To The Ground6. ANNOUNCEMENTNext

I've just been burning through this story like all get out! Man! Don't worry, I will update my other tales(eventually). In the meantime, as a side note, I will be developing the Peter/Natasha romance very slowly. So slowly in fact, that another woman will be Pete's love interest for a little bit. But fret not. I will bring these two lovebirds together.

* * *

**Don't Back Up**

* * *

"That was one of the stupidest things I've ever seen, agent. And I've seen stupid."

Fury stared across at Hawkeye in his office, the man covered in bruises and cuts, some of which were still bleeding. Spider-Man was standing next to him, slightly injured as well, but not as extensively as Barton.

"What the hell were you thinking, antagonizing Moon Knight?" Fury went on. Barton's upper lip, which was bleeding, stiffened.

"I was using his cloak as target practice," he answered stiffly, looking straight ahead. "I do that with everyone's stuff."

"Come on," Fury said, leaning back in his chair. "You initiated the fight. Why?"

"Because he wouldn't," Barton answered simply. Parker sighed, pinching his nose.

"Parker," Fury barked, and he jumped. "Why does Agent Barton have a death wish?"

"Uh, well," Parker stammered, holding his hands behind his back. "Uh, I think he was, uh… I think he just wanted… wanted to… well, get back at Specter for… well, for injuring Agent Drew in practice last week."

Fury knew this. He just wanted to see if Parker would tell him. Barton's face remained expressionless. He fiddled with his pen for a moment, before standing up.

"Everyone involved in the fight will get a week's suspension," he said aloud, writing it down. "Barton, you will be placed in solitary. I can't fault Specter with defending himself."

Barton didn't answer.

"Parker, I want you to stay behind. You're dismissed, Hawkeye."

Barton turned around and marched out of the office, hiding a limp in his right leg. Parker remained where he was, his eyes following his comrade out of the room.

"Commander, will you come in, please," Fury said into his com. A door opened from the left, and in walked Steve Rogers, followed by Bucky Barnes. "And Tony? You got a minute?"

In an instant, the holographic form of Tony Stark appeared, his hands in his pockets, a sour expression on his face.

"Do you really need me sitting in on these meetings?" he asked, his cultured voice carrying an irritated tone. "I'm working."

"This is work," Fury responded. "Steve, Bucky, have a seat."

The offer was made to them but not to Parker specifically to demonstrate that the younger man was still in coventry. But neither men took the proffered seats, remaining standing.

"What is it, Director?" Rogers asked, getting to the point. The 90-year-old man didn't look a day over 30, although he had lived for each and every one of his years' life.

"Hydra, Commander," Fury answered, leaning back in his chair again, pen in hand. "We've found another cell. And this time, it looks legit."

"How many terror networks have we taken out?" Barnes interjected. The young man had served in WWII along with Rogers, performing the black ops missions that Rogers' missions covered. He had been kidnapped by the Russians at the end of the war, cryogenically frozen, and forgotten about until modern times, recovered by the Romanov family. Both he and the daughter, Natasha, had joined S.H.I.E.L.D. Barnes was never quite able to shake the lone wolf status he had maintained during the war, preferring to work alongside Rogers as much as possible. "Every time, it's just been some idealist trying to revive the name. Nothing real."

"It's different this time," Fury said. "Because guess who's shown up?"

"Uh, Director?" Parker said. "Why am I here?" Fury cast his head down, looking at Parker with his one eye.

"Because this has something to do with your family."

He watched as Parker's eyes widened, although to his credit, he contained his shock as much as possible. Stark looked puzzled.

"Peter's family? They were killed by Red Skull. Is this about Johann Shmidt?"

Fury turned his gaze to the hologram, looking into the computer-generated eyes of the crippled, paralytic genius who created it. For Tony Stark was comatose, his body broken and deformed, dead to the world… except for his mind. He was born with cerebral palsy, in such a severe condition that he was unable to breathe, move, or talk. But he was able to think. And that mind created the construct for which he could physically manifest the digital projection of his mental self. As such, he was tall, suave, handsome, with a full head of hair and goatee that was jet-black. His personality was that of a carefree playboy, and when he had come to work at S.H.I.E.L.D., Fury had allowed him to install himself into the Triskelion mainframe, allowing him to go wherever he wished.

The specific reason why he was here in this meeting was connected to the main project he was working on… cloning a perfect body for himself that he could inhabit and exist in the real world.

"There's something we learned about Mary Parker recently that both Parkers kept hidden from us," Fury explained. "She had more or less retired from the game after Peter was born, although Richard continued to serve as an operative. The mission to take out Red Skull was to be his last. Mary went along with him as sort of a good luck charm. What we never knew was that she took another good luck charm with her."

All four men in the room look confused, until Peter gasped in shock.

"You mean… she… they… she was pregnant?" he asked, his face stunned. Fury nodded. "I… I almost had a brother…"

Fury exchanged looks with Rogers, but the Commander shook his head slightly. The gesture was lost from Peter, but not from Bucky, who frowned.

"Not almost," Fury went on. Peter looked up. "Richard and Mary both died with Johann, but not all of his minions were dead. They recovered the bodies, only sending them back to us after they had extracted the embryo from Mary's womb. That child grew up in a test tube for nine months. And then, for the past twenty years, was raised and trained by Hydra."

"How do we know this?" Rogers asked.

"Intel received by our boys in the Foreign Department." A collective shudder ran through the group. The Foreign Department was an innocuous term masking the true beast of S.H.I.E.L.D., which was intel gathering of happenings all over the world. They were ruthless, dangerous, and short-lived. No one dared cross them, the few who even knew about them. "They've been monitoring this particular branch of Hydra for a while. They named the boy Benjamin."

Peter's face hardened. A steely look came into his eyes.

"Am I going on this mission, sir?" he asked Fury.

"Hold on, there," Fury said, holding a hand up. "What exactly do you think we'll be doing?"

"Going in there, guns blazing," Parker replied. "Bomb the fuck out of them, and retrieve my… my brother."

"It isn't as easy as that," Fury went on. "I haven't told you where they are yet." Peter fell silent. "They're situated in Manhattan, with a base right in Times Square. So, you really want to bomb the fuck out of them, with all of those civilians?"

"So what is the plan?" Barnes asked.

"A small team, infil, retrieval, exfil," Fury said tersely. "A slightly larger team will deal with 'Madame Hydra,' as the woman has dubbed herself."

"Madame Hydra?" Rogers repeated. "A woman is leading them?"

"Sexist much, Commander?" Stark said, grinning. Rogers shook his head.

"I'm not," he said. "But they are. You have no idea what they do to women, the slave trade that was going on in the 70's and 80's."

"Actually, we do have an idea," Fury said. "She was one of the 'products.' She's got the brand on her, from what we can tell."

"Do we know her real name?" Barnes asked. Fury shook his head.

"Sir, how big is the team that will do the hostage retrieval?" Parker asked.

"You," Fury answered, pointing at him. "No guns. I know you're a trigger-happy motherfucker, but that's not what's called for. No backup, no mistakes. And it isn't a hostage exfil."

"No?" Parker questioned.

"He's spent twenty years being trained and brainwashed by the spooks at Hydra," Fury explained. "You can bet that the person they'll have guarding him… is him."

"Shouldn't be a problem," Parker responded confidently. "I wasn't born with spider-powers. So he doesn't have them."

"Barton doesn't have spider-powers," Fury pointed out. "And he just took on Moon Knight. Unarmed." Parker lowered his head.

"Director," Stark interjected, a thoughtful look his face. "Is one of Peter's objectives to retrieve the data used to bring Benjamin to life?"

"Not one of Parker's objectives," Fury answered. "The other team, which will comprise of Commander Rogers, Agents Barnes and Romanov, are responsible for Madame Hydra and her team's research data. And yes… there should be something there for you to work with."

Stark smiled broadly.

"Should the Iron Man provide overhead?" he asked. "I mean, should things go to shit, you might need some extra firepower."

Fury shook his head, but he knew Tony would send his robotic armor to do some flyovers anyway. Iron Man was, by all sense of the word, a Level Ten agent, controlled by Stark's mental projection. The gold and red armored being was much loved by the American public, being responsible for protecting it from Hydra's missile launches five years back. A darker version of the armor was used for black ops missions, piloted by former Air Force Colonel James Rhodes, incidentally, Fury's nephew.

"You will have your mission briefs in your quarters in half and hour," Fury said. "Dismissed."

Stark's hologram vanished, and Barnes and Parker walked out, Parker still stunned by the information of his previously unknown brother. But Rogers stayed behind, looking at Fury.

"When is he going to know?" he asked Fury as soon as the younger men were gone. "About the older brother?"

"You were the one who wanted to keep it a secret," Fury responded, feeling suddenly very old, despite the rejuvenating effects of the 3S flowing in his veins.

"Richard Parker was one of the best agents we've ever had," Rogers said. "His son became the very first Level Ten agent. And he's vanished without a trace." He stared at Fury, his gaze burning. "I know I wanted it kept secret… but Peter's a man know. He deserves to know."

"No, he doesn't," Fury said, feeling tired. "If he knows, he'll go looking for him. You saw how he reacted when he learned about Ben. The thing he wants above all else is family. And he is prepared to lose everything to get it."

"And why shouldn't he?" Rogers questioned, raising an eyebrow.

"Because I'm not prepared to lose a valuable asset," Fury stated. "And you know what Peter will do if he goes down that road." He pinched the bridge of his nose, mimicking the motion Peter had made earlier. "No, Commander. I am not going to tell him. And neither are you. That's an order."

Rogers stiffened.

"Understood, sir," he replied, giving a perfunctory salute, walking out of the room.

* * *

**"You've got to be kidding me."**

Jessica Drew's jaw dropped. The shock on her face was evident, but it was more forceful than Natasha expected.

"He did that?" Jess asked. "For… for me?" Natasha nodded. Jessica exhaled slowly, a slow grin spreading across her face.

"Oh, wow," she breathed, falling back on her bunk, her arms wrapped around her. "He really does love me, doesn't he?"

"Yeah," Natasha murmured, turning back to her locker. "He really does."

She had just told Jessica about Clint attacking Marc Specter after the latter had done nothing about his arrow-holed cloak. The arachnid agent was more prone to emotional outbursts than Natasha was, and she knew that as soon as Clint got out of solitary, she would jump him and give him a big, wet kiss.

Natasha envied their love. But she felt as though she could never have it herself. Not when the only man she ever thought about was Peter, and he remained aloof in his ways.

He was a great friend, and she enjoyed his company immensely. But she wanted more, and he didn't seem to want to give more.

"Do you think Peter thinks I'm just flirting with him just because?" Natasha asked Jessica, who turned her head, her smile fading. "Or is he just really good at masking his feelings?"

"I dunno," Jessica said, rolling onto her stomach, propping her head up with one hand. She alone knew of Natasha's secret longing, and often gave comforting words when she needed them. "I think he thinks you might be friend-zoning him. Any attempt at a serious relationship he'll just laugh at, thinking you're joking."

"That's what I was afraid of," Natasha sighed, sinking down onto the bunk opposite Jessica, her shoulders drooped. "The only thing I can think of is full disclosure, and I don't think I can face that."

Jessica frowned thoughtfully.

"You could tell him naked," she observed. "That might work." Natasha stared at her. Sure, she may have used her body to her advantage before, both with enemies and allies. But she wanted something deeper with Peter, if she even wanted him like that at all.

"No, Jess," Natasha said firmly. "When he sees me naked, it'll be because he took my clothes off for me."

"He did that before, though, didn't he?" she rejoined.

"Only because my suit was torn all over and he gave me his top," Natasha retorted. "He even averted his gaze."

"Wow," Jessica said. "Hard to believe there's a real guy like that. I mean, Clint's just too shy to try anything yet. Yet. I'm working on that."

Most of the Level Ten agents who had been trained from young ages hadn't had much exposure to the culture of the world. Commander Rogers often said that was a good thing, but they all had internet connection in the Triskelion, so it wasn't like the outside world was unknown to them. Most of them could remember their lives before their training.

"I just… I don't know what to do," Natasha whined hopelessly, falling back on her bunk, covering her face. Jessica made a _pfft_ noise with her breath.

"You know what to do," she said mercilessly. "Just tell him! I bet you you'll be surprised."

"Or I won't be," Natasha added. "Gah… I should be stronger than this."

"That's what Clint said too," Jessica pointed out. "Next thing he does is go and punch Moon Knight. Which is very hot, by the way, even if he got his ass handed to him. Look, even if Peter does reject you, he won't want to stop being friends."

"That's what I'm even more afraid of," Natasha moaned. "The friend-zone."

Suddenly, her locker made a small _ding_. She looked at it, and so did Jessica.

"Dammit," she muttered, opening. "I was hoping to sleep."

"What is it?" Jessica asked.

"Confidential," Natasha answered automatically. All Level Ten missions were confidential, but everyone knew what everyone else was doing anyway. "Oh, look, we're going to Manhattan."

"We?"

"Commander Rogers, Bucky, and I," Natasha answered. "Peter's going too, but he has a separate objective."

The Triskelion was situated off the coast of New York, and Manhattan was a stone's throw away. Natasha groaned as she pulled her suit back on, taking the mission brief out with her as she left their quarters.

"Good luck," Jessica called after her as she got to the door.

* * *

**_I have a brother._**

The thought kept going through Peter's mind as he grabbed his gear from his locker. After having his entire family taken away from him, he was finally going to get some of it back.

Admittedly, it was a brother who shouldn't be alive, and who would probably be less than happy at seeing Peter, but he didn't care. He helped Jessica overcome her brainwashing. He would help Ben too.

_They named him Ben. Why would they do that? Maybe that was Mary… Mom's… last request. My middle name is Benjamin. So it's not like Mom and Dad were fantastic at picking names. Oh, who cares? I have a brother!_

He couldn't wait to tell Natasha. She was going on the mission with Rogers and Bucky, so they would be journeying together to Manhattan. They would be traveling in civies until they reached the Big Apple, and then go their separate ways. Peter was heading for a building slightly out of the way, behind some of the larger name stores. It was owned by a John Smith. Obviously a reference to Johann Shmidt, who was dead. Hydra carried his name on anything they could, to pay homage to him. The man Peter's parents killed. The man who killed Peter's parents.

_I bet they thought raising Ben was ironic. Well, it is, but I'm going to fix that._

He readied himself, and walked out of the empty room. Normally, he shared it with Clint and Bucky, but Bucky was already geared up, and Clint was in solitary. Peter made a mental note to break him out as soon as possible.

"When I get back," he said aloud, closing the door.


	5. Chapter 5

**Our Design Is Right**

* * *

Peter gazed out the window of the Ford Crown Victoria they were in, wending their way through New York traffic. Bucky was driving, having the most extensive experience in dealing with tight spaces around vehicles.

Rogers, Bucky, and Natasha were dressed in drab business suits, their combat uniforms underneath. Natasha grumbled loudly when Commander Rogers informed her that it didn't look professional for her shirt to be unbuttoned halfway down her torso, and the fabric was obviously strained. It was like that for any clothing issued to Natasha, and Peter had a sneaking suspicion the nerds in Procurement knew exactly what she looked like in their specially designed suits.

Peter, on the other hand, was clad in street clothing, a hooded leather jacket over his shirt, his own suit underneath all of it. It was slightly warm under all the layers, but he knew that comfort was not high on the list of priorities.

"All right, Spider-Man, listen up," Commander Rogers said, adjusting his sunglasses. "We're letting you out five blocks away. You get to walk to the opposite street from where we'll be parked. They have Benjamin in the adjoining building, away from their offices."

"Offices," Natasha snorted. "Some cover."

"It actually is," Bucky pointed out. "You can hide large personnel right under everyone's noses if they're all in collared shirts and in cubicles."

"Regardless," Rogers went on. "They wouldn't want to reveal Ben just right yet. Grab him, head to the rendezvous point."

"Shouldn't I come back you guys up afterwards?" Peter asked.

"I think you'll be wanting to play cozy-catch up with your little brother," Bucky answered. "This is your stop. Get out."

"Nice," Peter said, opening the door as the car stopped at a red light. "See if I ever tip you again."

"See you later," Natasha said. He waved at her as he closed the door. The light changed, the car moved on.

Peter ducked into a back alley. After making sure that no one was around, he pulled his outer clothing off, putting his mask on.

Technically, this was supposed to be an undercover op. But whenever Peter was in Manhattan, he couldn't resist. He had to go web-slinging.

He was always fast enough that no one could make out the S.H.I.E.L.D. insignia on his shoulder, and his spider-sense was attuned to cameras as well as danger. They didn't need the blow-hard at the Daily Bugle, J. Jonah Jameson publishing another story on S.H.I.E.L.D. totalitarianism.

Although the man did have a point. There were some missions Peter had refused point-blank to do, mostly on U.S. soil. It had gotten him into hot water with Supervisor Carter on more than occasion, but Fury had always given him a pass.

Peter felt like he was just biding his time, waiting until the moment was ripe, when he would just drop off the radar, and disappear from S.H.I.E.L.D. forever. He had paid the price for his murder of the robber. Now he needed to atone, and relive his own life.

One thing kept preying on his mind. There was one thing he knew would anchor him until he could pull away. And that was Natasha.

He gave a sigh as he shot a web into the sky. But as he yanked on it and became airborne, all of his troubles faded away as he soared through the sky.

The wind blew past his close-cropped hair, and he felt free, freer than he had felt all his life. This was what he lived for. Not the missions. Not his friends.

Web-slinging. That opened him up more than anything. This made him feel alive and happy when nothing else did. The claustrophobic atmosphere of the Triskelion vanished as he flew through the open air, falling, launching off a new line, running along the side of buildings, leaping off, flipping along the skyline, and falling again, to start it all over.

He glanced at the watch in his HUD.

_It should take them seven minutes to get to the office building, six since Bucky's driving. Six minutes. Let's see what I can do in that time._

He glanced downward, scanning the back alleys and dark corners of the city. Invariably, there was some crime or other happening, whether a mugging, a robbery, or something darker. Either or, Peter always interceded and saved the day. This was the work he felt truly important, what he did to make up for what S.H.I.E.L.D. made him do. This was using his power responsibly.

In this case, there was a gang attacking a young couple who tried to take a short-cut. Five guys, one of Peter. The odds were against them.

"Gentlemen!" Peter said, landing amongst them. "Let me make this simple. If you lie down now, I won't kick your asses. Deal?"

One of them threw a tire iron at his head, which he easily blocked.

"No deal. Fine then."

He ducked again as two of the punks threw punches at him, planting a hand on the ground and spinning his legs in a helicopter kick that took out three of them instantly. Despite being gang bangers, they were pitifully untrained. Peter went relatively easy on them, and after a few seconds, all five of them were down. He webbed them up, quickly disappearing, waving at the shocked couple.

"Don't forget to leave a performance review!" he called after them, swinging away. The whole excursion took 30 seconds. He had time.

In the course of the next five minutes, he had stopped five purse snatchers, two muggers, a would-be murderer, a store thief. He had 30 seconds left on the clock, when he heard it.

Sirens. Fire truck sirens. And then his vision isolated the smoke. One of the tenements was on fire, and screams were coming from inside.

Peter's mind slowed time down, weighing his options as he was about to shoot a web. Fires were tricky things, because you needed to take your time while not going too slowly. If rushed, though, Peter might cause more harm than good.

On the other hand, if he dallied too long, the mission might go sour, and he would have an awful lot of explaining to do.

And then Uncle Ben's face swam to the forefront of his mind's eye, telling him once again;  
_Your father had a philosophy that he held to pretty strongly. He believed that if you had the ability to do great things for people, then it was your duty, your responsibility to do those things. You are destined for great things. Great things, Peter. And with that will come a great deal of responsibility. Do you understand?_

"Ah, hell," Peter mumbled, changing direction toward the fire. "I do, Uncle Ben. I do."

As soon as he got to the fire, an explosion ripped through the building, adding to the flume. He gasped, realizing that someone had a gas oven, and that it must have been on.

_Don't think. Don't panic. Just go._

He charged straight through one of the windows, shattering it, and rolling through the fire that was close to the source of oxygen. His suit was fireproof, but his mask didn't cover all of his head. He activated his breathing apparatus, moving from room to room, scanning for anyone still in the building.

A little girl was huddled in the corner of one room. He quickly scooped her up, moving on. A young mother and her baby. A boy with a broken leg.

He could carry them all easily enough, but fitting through the fiery doorframes was becoming tricky. He made for an open window, spinning a web that lowered them safely to the fire department below.

As he moved on, the door before him burst open, and several men in fire hazmat suits appeared.

"Thank God!" he gasped, activating the speaker on his mask. "Is that everyone on that side of-?"

His question was cut short as one of the men attacked him with a katana. His mind barely registered the sword with shock before he switched over to his training.

As the rest of the men flanked him in the closed space, he realized their suits were not the government-issue fire department suits. They were sleeker, better adapted to allow for their fighting style, which was distinctly Japanese ninjitsu. Peter had studied ninjitsu, but in this closed and dangerous space, it didn't seem wise.

The ninjas seemed to disagree, all of them wielding various weapons like swords, knives, shruikens, and nun chucks. They were leaping all over the place, whipping up the fire around them

Peter moved swiftly, barely managing to keep one step ahead of them. Between the ninjas and the fire, his spider-sense was all but useless, buzzing constantly. He kept moving, realizing that he needed to retreat, or he would be overwhelmed.

He dove for the window closest to him, but one of the ninjas, the one with the long katana, moved in front of him. Peter grabbed him by the front of his suit, yanking him out of the way. As he did so, the fabric tore, and he felt his grasp close on the strip he tore off.

Once again, he felt glass shatter under his body, and he fell somewhat before correcting himself with a web-line.

The weather had changed, clouds covering the sky, rain coming down. The fire was being put out, but as Peter turned around to scan the area, no traces of the ninjas were present.

He slung himself up onto a rooftop, perching himself carefully, gazing down. Smoke poured out the holes of the building. None of the crowd below had noticed his exit, for which he was grateful.

Peter looked down at the cloth he had torn away. It was black, smoke-stained, and he realized that it wasn't fire-resistant cloth. On the front was a red hand insignia, with the fingers formed into a fist.

_A hand? What's the significance of that?_

But then he realized he was way over time, and that his current mission needed his attention. Hopefully he could wrap it up quickly and pretend like nothing happened.

* * *

**"We need to talk."**

Natasha sighed as Bucky leaned over to whisper in her ear. Commander Rogers had gone to talk to the office supervisor, double-checking to see if they had the right building. Bucky and Natasha were in the waiting room, with no one else but a secretary who was engrossed in her work.

"What about?" she asked quietly.

"Peter and Clint. I don't think they're fully loyal to the program." Natasha looked at Bucky, who looked deadly serious. He never cracked a joke, so he was always serious. But what he said was so ludicrous that Natasha couldn't help but stare.

"Not loyal? What's that supposed to mean?" she demanded. Bucky swallowed.

"I recognize Peter's demeanor," he said. "It was the same as when I was trapped in Russia for that year, before we were both recovered by S.H.I.E.L.D. I pretended to obey your father until I saw my moment, and then I attacked. Timed it perfectly with the arrival of Steve. You helped me, you know how I behaved."

"Let me tell you something," Natasha said, pointing a finger at Bucky. "You were a hell of a good actor. Peter… not so much. He doesn't need to hide behind a mask."

"Except he does," Bucky pointed out. "Physically and emotionally. Come on, he's had a crush on you since he first joined us, and you're still trying to deny it."

"Come on," Natasha said, although her heart rate picked up a little. "He's gotten over that. And what do you think I want from him?"

"Short of a committed relationship, nothing," Bucky observed. "You are all an all or nothing kinda gal. Peter, on the other hand, does things by half. It took him longer than anyone else to become a full agent."

"If he had become an agent in his first year," Natasha said pointedly, "then I would be suspicious." She gave Bucky a look. He himself had graduated to full agent within ten months of initiation. He frowned.

"I've had experience," he started to say.

"So have I," Natasha said. "Yes, I remember my father. I remember how you acted. And honestly… I don't see it. At all. Not in Clint, much less in Peter." She turned away, a clear indication that the conversation was over. Bucky didn't pursue the matter, folding his arms.

Peter had been little more than a civilian when he first joined. All of them, more or less, had some experience under their belts with the whole black ops thing. Natasha's father had approved of his daughter joining his secret police in Russia from the age of ten. Bucky had been an assassin from a very young age, and Clint had been forced to kill to stay alive since he was a young boy. But Peter had a normal life until his spider-powers changed everything.

Sometimes Natasha wished that Peter could have stayed in that life and avoided the messy world of S.H.I.E.L.D. Perhaps he himself wished that.

But no. He wouldn't turn his back on them, on her. He wouldn't do that.

"He should be retrieving Ben by now," Natasha pointed out, nodding at the clock. "Wonder what he's like?"

"Probably like every other Hydra agent we've encountered," Bucky answered. "Until we've rehabilitated him."

"Ever heard of small talk?"

"Ever heard of mind on mission?"

And that was the closest Bucky ever came to a joke. Natasha sighed, looking out the window again. It was starting to rain.

Suddenly, the entire building shook, and they both heard a muffled explosion from beneath them. They exchanged looks, before drawing their sidearms, going in the direction Commander Rogers had disappeared.

But he came running down the hallway, his trench coat billowing about him like a cape.

"It was a bluff," he explained tersely, beckoning them to follow him. "A diversion. There's nothing here, and Carter's just commed me. The Triskelion's under attack."

Both Natasha and Bucky looked shocked, but not as shocked as they felt as soon as they stepped outside.

It wasn't just the Triskelion under attack. The entire city was on fire. Markings were burned into the sides of the skyscrapers, branding them as property. On some were the distinct figurehead of Hydra, with the multi-headed serpent. But on some of the others was branding a closed fist.

"The Hand," Rogers whispered, stunned. "Impossible…"

"They were eradicated!" Bucky exclaimed, also shocked. "How are they here?"

_"All S.H.I.E.L.D. personnel, this is Director Fury," _came the voice of their boss on all of their coms. He was broadcasting on an open channel. _"New York is under attack. Hydra has returned. I repeat, Hydra is back. As well as the Hand. Your mission operators will update you on the Hand, but all you need to know is that all Hand and Hydra troops are to be shot on sight. Repeat, no quarter. They have declared a state of war across the globe, and they are battling each other. Repeat… we are at war. Tony Stark has his mechas all over the city. Converge on those positions. Iron Man is doing flyovers. All available agents in Code Red recall, return to the Triskelion. Repeat, return to the Triskelion. We are under attack."_

And then they realized that the city wasn't on fire. It was at war. People dressed in ninja garb were fighting people clad in armor, with green serpents on their infantry. Rogers and Bucky stared in horror as images from a lifetime away were forcibly brought back to their minds. But Commander Rogers clenched his jaw, ripping his suit off, revealing his combat uniform underneath, with its star emblem on the chest.

"Civilian protection is our priority," he said tersely. "All units in my vicinity, come to my position. Stark, send a mecha my way. I'm in Times Square."

"Commander," Bucky said, pulling his own suit off while Natasha eagerly ripped her shirt away. "Commander, we should return to the Triskelion. If Fury's putting out the Code Red…"

"Nick can handle himself," Rogers said. "Now, let's move!"

* * *

**Peter frantically made his way out of the building. **

He had become wary as soon as he realized no one was in it. No Hydra, no guards, and no Ben. And then the tremors started, and he made a check on his mission statement, aborting the mission to attend to other matters.

As it turned out, other matters were his new mission.

An army of Hydra troops were rolling through New York, with heavy infantry and artillery. Combating them were not S.H.I.E.L.D. soldiers, but another army comprised of the ninjas Peter had fought earlier. A red fist fought the green serpent. And then he heard Fury's call to action.

His immediate thought was to RV with the rest of his team, above all else, to make sure Natasha was safe. But all other thoughts vanished from his mind as he heard Fury's voice on his private channel.

_"Parker? What the fuck are you- ARGH!"_

Peter's heart froze as heard Fury scream. Fury was never given to outbursts of pain like that. He was a Super Soldier, one of the few with 3S to not suffer any side effects. And then Peter heard a _crack_, the same kind as when neckbones are broken.

Time slowed down as Peter frantically web-slung through the dense smoke of the battle, ignoring the fray, dodging attacks when he needed to. He barely registered the Stark Mechas, or even Iron Man passing overhead. He had to get to the Triskelion, to confirm what his com had told him.

The tall, massive base came into his sight as he reached the harbor. Small aircraft were flying around, attacking it, small fires erupting all across the walls. He did the math in his head, figuring out how much momentum he needed to make in order to swing across the water and onto the base itself.

But then the worst happened. Like the building he had encountered before, an explosion ripped through the Triskelion, gigantic and destructive, ripping a great hole in the side of the building. Several more explosions followed, and Peter felt himself get thrown backwards by the force of the explosions occurring a good three miles away.

_"All S.H.I.E.L.D. agents, this is Supervisor Carter. Director Fury is down. I repeat, Director Fury is down. The Triskelion is lost. Go to Operation: Underground."_

Operation Underground, the contingency plan for when S.H.I.E.L.D. was forced to make a retreat. Never had they thought that particular contingency would be needed. And yet, here was Carter, barking orders despite the increasing pandemonium around her.

Peter didn't notice his spider-sense until it was too late. A large piece of random debris collided with him, hard, on his entire left side. He crashed against the opposite skyscraper, crashing through the glass window, and lost consciousness.

His last thought was not of Fury, nor even of Natasha. It was of Clint, locked away in solitary, almost certainly doomed never to break free again.


	6. Chapter 6

**Burn It To The Ground**

* * *

"Is this it?"

Natasha looked up at Commander Rogers, who was standing atop some rubble. They had found refuge inside a parking structure, where cars lay around, abandoned, some totaled, some still intact. A small crowd of people were gathered around, huddled together, making little noise.

"This is all we recovered," she answered him.

The battle had died down an hour ago, leaving the entire Lower East Side in ruin. The Hand and Hydra had barely even noticed the intervention of S.H.I.E.L.D., preferring to fight amongst themselves. Unfortunately, their attacks were destructive and left many innocent people injured or dead. They had claimed some buildings for their own, branding the sides of them with either the emerald serpent or the ruby fist.

Rogers had called a small team of agents to him, with the objective of protecting as many innocent people as they could. They had a group of about 150 people, a good 1/3 of them wounded.

Not long after, Iron Man had arrived, carrying with him a survival pod. Inside was the comatose body of Tony Stark. It had jettisoned out of the Triskelion in time to protect the paralyzed genius, removing his mind from the S.H.I.E.L.D. database. Now he lived solely inside the gold and red armor, moving large blocks of concrete to reinforce their barricade as well as making space for the injured.

"Very well," Rogers said, his face grim. "Call the Level Tens. We need to debrief them."

Natasha nodded, concealing the worry she felt. They had lost contact with Peter after the battle commenced, and no one had seen him. She was worried he may have been killed. But more than that, she was afraid of whether or not he had been captured alive.

Also weighing on her mind was the fate of Clint. Whether or not he survived the attack on the Triskelion, no one had reported.

"All right, people, listen up," Commander Rogers addressed the small group before him. They were gathered in an adjoining room, created by the ceiling fallen in. "We have a situation."

"That's an understatement," scoffed Iron Man, his voice echoing slightly out of his vocoder. "I haven't even done a flyover of what's left of base…"

"Well, you won't have to," Rogers replied. "That's what I want Agent Logan to do."

Logan looked up. The mutant brawler had joined up with them early on, accompanied by Rogue and Beast, Henry McCoy. He nodded at the mention of his name.

"You will take a small team, no more than three people," Rogers went on. "Go to the Triskelion, and try to recover anything you can. People, data, anything. We need to make sure Hawkeye's still alive."

"Understood," Logan growled. "I'll take Specter and Drew. Don't think I need any more."

Natasha looked at Jessica, whose face was pale and drawn. She hadn't said a word since she had shown up, concerned as she was over Clint's fate.

"Good," Rogers went on. "We need another team to do a sweep of the city, find out what's going on, and try to locate our MIA. We have three agents unaccounted for. Thor, Parker, and Jones. Agent Cage, I want you leading that team."

Luke Cage nodded, also not speaking. Jessica Jones was his wife, and her disappearance was clearly troubling him. As for Thor, silence from the God of Thunder never boded well.

"I also want people to touch base with the Future Foundation," Rogers continued. "Find out if the BaxterBuilding is still standing."

"That place? Richards has it decked out with security that hasn't been invented yet," Iron Man pointed out.

"Regardless, our radios are being monitored, and I don't want to be in the dark," Rogers said. "Stark, you go to Richards, find out if they're okay."

"Will do."

"Barnes, Romanov, I want you to do a recce of the island," Rogers said, pointing at Bucky and Natasha. "You two are the best spies we've got, and we need intel. Get us some."

Natasha opened her mouth to protest, but closed it quickly. She would much rather have gone on the mission to look for Peter, but she knew her duty.

"Why hasn't anyone tried to contact us?" Doctor Banner asked. He was coming down off a medication high, being dosed up to prevent the outbreak of the Hulk during the present crisis. "From S.H.I.E.L.D. Command?"

"They would realize the frequencies are being watched," Rogers answered. "We're completely in the dark right now, and we need to change that."

"You all have your missions. Stay safe, come back alive."

* * *

**Peter groaned, raising his head off the ground. **

He felt a massive bruise on his side, but luckily, he hadn't suffered any cuts. The suit had done its job well. But now he had to get back into action.

Standing up, he looked around. The rooftop was completely trashed, rubble and concrete spread all over. As he turned, he saw the city spread out before him.

Smoke drifted into the sky, pouring out of fires that burned in buildings as far as the eye could see. He could see the destruction spread as far as the bridges, huge holes blown through them, cutting main transportation off from the rest of the world.

He caught sight of the wreckage of the Triskelion, and set his jaw.

_My god. It's… it's destroyed._

He shot a web, swinging high in the air, making his way to the remains of the base. When he arrived, he found only more destruction around him. Bodies lay strewn, and he was stunned to see more S.H.I.E.L.D. issue blue-suited bodies than the green-clad Hydra agents. They had done their work too well.

_How were they able to amass an army behind our back? We should have picked up on their activity months ago… years, even._

Looking around, he discovered that Hydra seemed to have been solely behind the attack. The Hand was nowhere to be seen, either bodies, or weapons. None of the dead were killed by ninja weapons.

He passed by the bodies of people he didn't know by name, and he didn't recognize many of them. Level Ten had their own cloistered neighborhood, kept apart from the rest of S.H.I.E.L.D., even though they interacted with them almost every day.

More and more Peter cursed the existence he had lived, trained to be a killing machine, murdering people on the order of a few people.

His first place he investigated were the holding cells. S.H.I.E.L.D. didn't have a jail, per se, but they did have a few high-containment holding cells. Most of the inmates were either dead or gone. There was no one alive here. Hydra had made sure that the Triskelion was no longer a base of operations.

It was a tomb.

But as Peter inspected, he found the solitary block to be devoid of anything, dead or otherwise. No sign of Clint anywhere.

_Maybe he made it out. If anyone could, it would be him._

A small feeling of hope began to grow in his mind. He spent another half hour searching, but it became apparent that he would find nothing here.

And then he recalled the final message he had received on his com, the one from Director Fury. His breath quickened, and he looked up, shooting a web, quickly traversing the broken floors to get to the top of the building, to where Fury's office was.

Peter arrived there, amongst dust and rubble. He coughed, having lost his mask in the madness before, and thus having no protecting against the pollutants. But as he stepped forward, his worst fears were confirmed.

Nick Fury was lying on the ground, spread-eagled. A bullet was lodged in his skull, blood trickling down between his still-open eyes. A look of surprise was on his face, his mouth slightly ajar.

Peter felt hollow, numb. Here lay the man who had irrevocably changed his life six years ago. Here was the man who had trained him to be a remorseless assassin, a S.H.I.E.L.D. agent of the highest order. Here was the man who had trained his mother and father.

Fury hadn't been bad to him. He had often acted as a father figure to Peter, even though he had always resented him for taking him away from his home.

He wouldn't have had a home if it weren't for Fury. He would never have met Clint, Bucky, Natasha.

"You know," Peter said out loud, sinking to his knees, the hollow feeling growing larger. "You know, I've loved her ever since I saw her. At least, I think I have. I'm not sure now. Clint has been like a brother to me, and Bucky… well, we all tolerated him. But Natasha? Funny… I don't even know if she's still alive right now. And right now, I'm not sure I even care."

He sniffed, his sinuses acting up from the dust in the air. His left side ached with pain, and he rubbed it unconsciously.

"You see, the entire world I've lived in, the entire world you created… it's gone. How do you feel about that, Director? Huh?" He brought his face up close to the corpse's own, the feeling of hollowness changing to sudden rage. "HOW'S IT FEEL?! You took everything from me! You probably engineered my feelings for Natasha! WELL, IT'S GONE NOW! HOW DOES IT FEEL!?"

Peter sat back, his chest heaving, his eyes surprisingly dry. The rage was disappearing now, giving way to weariness. He reached up to his shoulder, grabbing the patch that bore the S.H.I.E.L.D. emblem, and ripped it off. He stood up, dropping it on Fury's chest.

"I wonder if it feels like this," he said softly.

Suddenly, his spider-sense went off. He spun around, drawing a pistol with lightning speed, pointing it directly in the face of the person who was pointing a magnum in his face.

"Emotion makes you sloppy," said the woman before him. He recognized her, and grinned without mirth.

"You would know," he responded. They both lowered their weapons at the same time, and Peter looked at the woman with the pure silver hair, clad in a black jumpsuit.

Silver Sable, the most effective mercenary out of Eastern Europe. Born in Russia, she had witnessed the brutal murders of her mother and father at a young age. Afterward, she had learned that her father was a hired gun who had incurred the wrath of a big-time warlord. Determined to avenge her family, Sable had agreed to Anton Romanov's injecting her with S3. She was one of the few people who had suffered no negative side-effects, the only obvious one being that it changed her hair to pure, bright silver.

Two years ago, Peter had met Silver on a mission in Africa. They had been ostensibly on opposite sides, but they had been attracted to each other, and had formed a close friendship. He hadn't heard from her afterwards, but knew she was still alive.

He was also one of the few people in the world who knew her real name.

"Svetlana Sablinova," he said, holstering his pistol. "What the hell are you doing in New York?"

"Oh, nice," she said, walking around him. "Two years, and all I get is a grilling. I was investigating rumored Hydra cells, and found myself in the midst of a full-out war." She looked down at Fury. "So here lies the great Nick Fury."

"Someone killed him before the building exploded," Peter said, not turning around. "He said 'Parker.' I thought he was comming me, but it doesn't seem to be the case."

"Hmm," Silver muttered, squatting next to the body. "S.H.I.E.L.D.-issue bullet, .50 cal. Has a distinctive burn mark."

"Yeah, I know," Peter said shortly. "Look, not that I'm not pleased to see you, Silver, but I… there's things that…"

"You have no idea what you're going to do next, do you?" Silver stated, standing up straight, looking at him. Her ice-blue eyes carried no hint of coldness, rather sympathetic worry. "Aren't you going to try  
and locate your comrades?"

"Natasha and Bucky are with Commander Rogers," he said. "They'll be all right. Unless they're all dead. As for Clint… I have no clue where he is, or what happened to him."

Silver frowned. Like Peter was one of the few who knew her name, she was the only person who knew of Peter's desire to be free of S.H.I.E.L.D. It had been she, in fact, who had begun to sow the seeds of doubt in his mind. She hated S.H.I.E.L.D. for its imperialism, and Peter found himself agreeing with her more often than not.

"I don't know," he said, his shoulders slumping. "I would have traded anything to be free of S.H.I.E.L.D. yesterday. Well, I guess I'm free now… but there's a price."

"Piotr, there's always a price," she said, calling him by the name she had given him. "You knew that. And I would have thought you would be ashamed it took a war to break loose from Level Ten's chain."

"I kinda am," he admitted, rubbing the back of his neck. He glanced at her, smirking embarrassedly. She gave him a small smile.

"Normally, you would need time to figure out what you are going to do next," she said, her voice carrying the lilting accent that Natasha also had. "But time is not on your side. You need to decide. I can tell you where Sharon Carter has gathered the remnants of S.H.I.E.L.D. troops. You can join her, or you can look for your allies. Because I can tell you she is not."

"She's consolidating her forces," Peter said grimly. "I always figured she'd love the chance to be in charge. There's no way I'm going to her."

"I didn't think so," Silver said.

"As for my allies," Peter went on, looking out the hole in the wall, gazing out at the city beyond. "If I had left S.H.I.E.L.D. earlier, I wouldn't have called it abandoning them. Now, though…"

"A war makes a difference," Silver finished, nodding. "You just have to decide which side you want to fight for."

"I don't want to fight," Peter said quietly. "I've been fighting these past six years. The only thing I felt good about doing was the small things I'd do in the city. Remember the people we helped save in Charlottestown? Stopping muggings, saving small children from danger, so on?"

"I remember," Silver said, grinning.

"That was what I felt good about doing," Peter went on, turning to face her. "You can bet there's going to be a lot of collateral damage out of this… destruction." He stepped closer.

"I'm going to help people," he said. "I'm going to aid as many folks as I can. And I'll keep an eye out for my friends. But if they want to rebuild S.H.I.E.L.D., or Level Ten… then I won't help them. I can't. You know how I feel."

Silver nodded, folding her arms. She opened her mouth to speak, but at that moment, Peter's spider-sense went off again.

"Down!" he yelled, leaping forward, tackling her to the ground. As they landed, the air around them crackled with energy, and white light emanated around them. Peter and Silver shut their eyes tight. Through their lids, the light shone bright even so.

The energy exploded above them, casting dust in the air, sending rubble and debris flying around them. Peter ducked his head, trying to protect Silver as best he could. He had no idea what was going on, but knew that if they were hit, they would die.

As soon as it came, the energy vanished. Peter and Silver lay there, holding their breath, not daring to move. Finally, Peter ventured to raise himself.

There was no alert on his spider-sense. He looked around, drawing one of his pistols, while Silver mimicked him. They stood up slowly.

"Okay," she said, taking a deep breath. "What the hell was that?"

But Peter was looking at a large slab of metal that had electrical scorch marks on it. He recognized the marks, and realized the only reason they were both alive.

"We need to get out of here," he said sharply. "Now!"

* * *

**A few moments later, Peter and Silver were flying through the air, Silver grasping onto Peter's neck as he web-slung.**

"Over there," she said loudly in his ear, above the wind that had picked up. She pointed to a window in one of the apartment buildings still standing. He made his way toward it, landing on the wall, forcing it open. Silver clambered into her apartment first, followed by Peter after he made sure no one was watching them.

"Max Dillon," Peter explained as she turned to face him, a questioning look on her face. "One of the prisoners kept in the high-security cells. Electrical powers, the ability to turn himself into a being of pure energy. I was the one who brought him in."

"And now he's loose," Silver said. "He wasn't killed at the attack?"

"Obviously not," Peter answered, drawing the curtains on the window. "He was sweeping the building. 'Cept he wasn't checking if there was anybody alive. He was killing anyone that might be."

"He… then why didn't we die?" Silver asked, confused.

"Because I remember when we fought," Peter replied, not turning around. "Fury's room is insulated against any energy attack. Since his walls were caved in, they wouldn't provide much protection. But his floor? Still intact."

"Wow," Silver breathed. "So you saved my life. Again."

"Well, you've saved mine before, so I think I owed you," he said, turning to face her. "The thing that doesn't make sense though, is why did he sweep the wreckage? Because Dillon isn't the smartest tool in the box."

Silver frowned, considering the problem.

"Maybe he's working for Hydra now?" she theorized. Peter shook his head.

"Hydra killed everyone in the Triskelion," he said. "Personnel, prisoners, everyone. Except for maybe the ones that managed to get out before the place exploded. But he could be taking orders from someone."

"Someone who wants any surviving S.H.I.E.L.D. agents dead," Silver added. "You did well to remove your badge. Aside from the moral aspect."

"Moral aspect?" Peter repeated, laughing. "Says the ruthless mercenary."

"You know I'm very particular about my jobs," she replied slyly, gazing up at him coyly from beneath her long, silver bangs. He chuckled again, but became distracted by the look she was giving him.

"Um, well," he said, clearing his throat. "Uh, gosh, is that the time? I should get going, I need to find someplace to-,"

"You can stay here," Silver said, and she stepped closer, that strange look in her eyes.

"Oh!" Peter said, gulping. He had seen that look before, and knew exactly where this was going. That didn't mean he was still completely comfortable with it. A red flush came over his face. "Um, cool! Thanks. Well, it's getting late, so I'll just, I'll just kip out on your couch, if that's-,"

"You can share the bed," Silver whispered, now extremely close. Peter swallowed. He suddenly became aware of how beautiful she was, her luscious hair cascading around her shoulders, her gorgeous body close to his. It must have been a Russian Super Soldier thing, for the females to gain the attributes of a supermodel. Natasha often liked to flaunt her breasts to get her way. Now Peter realized that Silver was every bit as filled out.

"Um," he stuttered, feeling the heat on his face as her own came closer. "Thanks."

"Don't thank me yet, Piotr," she breathed, and then she was kissing him, her lips full and firm, her mouth opening to explore his own with her tongue. He felt her body press against his, and he closed his eyes, placing his arms around her, returning the kiss with a passion.

It didn't matter that the world was falling apart.


	7. Chapter 7

**Chapter Six: Surprise Attack**

**Earlier at the Triskelion**

Director Nick Fury is standing at the command center. He is slightly irritated at having been woken up. "Well, what is it? What's so important that I had to be woken up?" He asks Carter. "Sir, we just started picking up weird reading. An unknown object is about ten miles out and we just picked up a huge spike of energy coming from it. It's course is heading straight to us," She reports. Nick narrows his one good eye.

"Sound the alarm. I don't like this. I want to be at maximum readiness. This could be a-" He is interrupted by an agent stationed at a bank of sensors. "Director! Incoming energy beam!" He shouts. Nick's one eye widens. "TAKE COVER!" He shouts. Barely a second later, the roof explodes. Nick looks up and his jaw drops. Floating in the sky is the damn strangest thing he has ever seen. I looks like a he mechanical lobster with two pairs of claws and at the mouth area a bunch of wires that are now retracting. He gets up and rushes to a nearby communication transmitter. The operator lies near the seat with a look of shock on her face as a pool of blood starts to spread around her head. Nick turns on the transmitter and speaks into it.

_"All S.H.I.E.L.D. personnel, this is Director Fury. __New York is under attack. Hydra has returned. I repeat, Hydra is back. As well as the Hand. Your mission operators will update you on the Hand, but all you need to know is that all Hand and Hydra troops are to be shot on sight. Repeat, no quarter. They have declared a state of war across the globe, and they are battling each other. Repeat… we are at war. Tony Stark has his mechas all over the city. Converge on those positions. Iron Man is doing flyovers. All available agents in Code Red recall, return to the Triskelion. Repeat, return to the Triskelion. We are under attack."_

When he finishes, a door opens on the side of the robotic lobster and a bunch of lines are thrown out. As heavily armed S.H.I.E.L.D. soldiers run and start setting up makeshift barricades and cover, Hydra soldiers sling down the lines. The S.H.I.E.L.D. soldiers open fire, hitting some of the Hydra soldiers as they are coming down. But more keep coming and start returning fire. "Carter! Get the hell out of here!" Nick orders as he pulls out his pistol and starts firing. Already several of the S.H.I.E.L.D. soldiers lie still as the large number of Hydra soldiers outweigh both their own losses and the number of S.H.I.E.L.D. soldiers. Already most of the technicians are dead. Nick turns to the remaining S.H.I.E.L.D. soldiers in the command room. "Fall back to my office!" He shouts as they run out of the room.

As he is running, Nick bumps into Clint. "Director! Hydra soldiers are all over the place! What should we do?" He asks, a hint of panic in his voice. "_You _are to get out of here and find your friends. I'm going to stay here and fight! And that's an order," He says as the sound of gunfire increases. Clint nods and run out as Nick and the S.H.I.E.L.D. soldiers with him start a fighting retreat. While a fair number of Hydra soldiers are killed, more and more S.H.I.E.L.D. personnel fall. By the time Nick gets to his office, all of the S.H.I.E.L.D. soldiers that had been following him are dead. He locks the iron door and turns on the monitor. What he sees is not good. All over the Triskelion, S.H.I.E.L.D. agents are dying. Even the prisoners are not spared from this. Well, all those who are not released.

"How could Hydra have made such a large force? And without us knowing about it? And for that matter, who's leading this?" Nick quietly asks himself. Suddenly a large blast opens the doors, and ten Hydra soldiers rush in. Nick picks up his pistol and takes cover behind his desk after he nails the first soldier right between the eye, a feat that would have probably made Clint jealous. A barrage of bullets riddles his desk as he pokes out and quickly kills four more soldiers. Suddenly the shooting stops. Then his desk his picked up like a pillow and thrown hard into the wall. Nick spins around and aims his pistol when he stops at the person in front of him.

The man is a mixture of man and machine. His right arm and left hand have been replaced along with his feet. His face is a mess of scars and his mouth is covered by a mechanical respirator, but bears a resemblance to someone very familiar. The man picks nick up by the throat. "Parker? What the fuck are you- ARGHT!" Nick shouts as the man breaks his neck. He let the body fall with a thud and turns to one of the Hydra soldiers. "Is everyone dead? He asks, his voice coming out in a harsh rasping sound. The soldier nods. "Mission completed, sir," He informs the man. He nods. "Hail Hydra," He says on the channel all the Hydra soldiers are on as he walks back o the ruined command room. "All units, return to the Leviathan. This is only the prelude to the main act." Another soldier radio in. "Sir, should we let Reilly out now?" The man nods. The Hydra soldiers quickly board the warship lobster, which dives into the nearby ocean.

**This was just explaining what had happened. Hope you enjoy, though the chapters might be shorter, at least for the first few chapters. Always R&R and leave a comment**


	8. Chapter 8

**Chapter 7: Discoveries and Choices**

**MorgothII: Hello! Welcome to the next chapter of Night of Requiem. I'll mention the name of the first person to correctly guess what movie the Leviathan is from in the next chapter of when the answer was given.**

**The next morning...**

Peter walks cautiously through the street with Silver. "Keep your eyes open. Hand and Hydra might be keeping a low profile, but they could be here waiting," He cautions the Russian. Silver rolls her eyes. "I'm a mercenary. You don' survive both Russia and war by being a moron," She retorts. He smiles slightly as they continue walking. Peter then guilty remembers last night's action. Then he thinks about Natasha. Damn, he missed her. He missed the sound of her faint accent, the feel of her long, lovely red hair and head on his shoulder, her smile, her butt, her impressive breasts and lovely emerald green eyes. But most of all, he misses her period. He really hoped that she made it. Maybe if they ever see each other again, he can finally express what he truly feels for her.

Suddenly he stops. Silver does the same. She whispers to him. "Did you hear that?" Peter nods. "Sounded like someone's walking towards us. Get ready." She nods and quickly disappears in the abandoned street. It seems that everyone is either dead or hiding inside the buildings. As Peter waits, a man, about 20 years old, stumbles out from a damaged alley. Peter cautiously steps forward. A sneaking suspicion enters his mind. "Ben? Ben Parker?" He asks. The man looks up. His dark brown hair is messed up and his dark brown eyes are slightly glazed with exhaustion. "Yes, though that is all I know. All I can remember is my name and that I woke up in the ruins of a building with a dead man with one eye yesterday. Been roaming around the streets," He says.

Peter is shocked. A million thoughts rush through his head. But he waits for later. "Ben, I am your older brother."

**In the Leviathan…**

Unbeknownst to Peter, a camera has been recording them. The man watches the screen. "Perfect. Contact Madame Hydra," He instructs a Hydra sailor. He gives the Hydra salute and does so. Another screen appears showing a woman. "What is it, my trusted second-in-command?" She asks with a slight Prussian accent. "Phases One and Two are completed, Madame. Fury is dead, the Triskelion is gone, and Spider-man has found Reilly," He informs her. She gives an evil grin. "Good. Commence Phase Three. Only against the area surrounding the Hand. For now. Hail Hydra," She says. "Hail Hydra," He says as the screen turns off. A wicked grin comes onto his face. "Order the attack to commence. Take me to Parkers. It's time for a reunion crashing," He orders.

The lobster-like Leviathan rises up, followed by hundreds of other, smaller copies, lacking the massive primary pair of claws and being less bulky. When they all have surfaced, they start heading back to New York.

**Makeshift S.H.I.E.L.D. Ops Center….**

"And we have found Clint. He's wounded and scared the piss out, but he should be okay in a few days. The Baxter building is destroyed, along with everything else at the Triskelion. Thor has been confirmed dead, but Jones was found badly hurt. Cage doesn't plan on leaving her side till she gets better. We also found Janet, codename Wasp and Hank, codename Ant-Man. Peter is still MIA though," Commander finishes reporting to the new S.H.I.E.L.D. director, Sharon Carter. She nods. "And what have Widow and Bucky reported?" She asks, unconcerned with the dead. This bothers Rogers but he doesn't comment. "They arrived back here twenty minutes ago. A quarter of the city is either destroyed or damaged. However, Hydra and Hand are staying quiet." As he says this, the Leviathan fleet rises out of the water. "Or not. Orders?" He asks her. "Stand down." Roger blinks. "But-but the civilians-"

"Are not of importance. If we let the two rip their throats out, we can deal with both severely weakened forces. That is what S.H.I.E.L.D.'s new goal is. Dismissed," She orders him in a matter-of-fact tone of voice. He grits his teeth and leaves. He watches as the monstrous flying lobsters glide towards the city. Logan, Iron Man, Banner, Jessica, Clint, Natasha, Bucky, Rogue, and Beast are standing waiting for him. Bucky looks up. "Well, sir, what did the Director say?" Roger sighs. "We're to stand down. She wants for the two to destroy each other without us interfering and letting thousands of civilians die. I've had enough of this," He says. The others look at him.

**Inside the Leviathan…**

"Sir, we have surfaced. No sign of any attempt to attack us," The Hydra sailor manning the sonar/scanner reports. Very good. Have the fleet attack all buildings except for the ones marked as Hydra," He orders. As the fleet draws near, tendrils come out from eight entry points of the maw of the Leviathan flagship, five from the right side, three from the left side. When they connect, a spark of blue energy comes out. This is followed by a blue beam shooting at a building with the sign of the Hand. A eleven story building, it crumples to the ground, the people inside it being vaporized in an instant.

"Tell the fleet to press on the attack. Helmsman, takes us about twenty degree angles and make your mark for Spider-Man," The man rasps as the massive lobster war machine glides to it's next target.

**Ops Center….**

"WHAT?!" Everyone says almost as one. "That is what she said. I am not following someone like her. If any of you want to come with me, now's the time. Who's up?" Roger's asks. The first one is Natasha. "I'm coming with you," She says resolutely. He grins, knowing that she is also doing this to find Peter. "Glad to have you. Anyone else?" He asks. All the other agents step forward. "Alright. Let's try to see if we can get to one of those lobsters. Preferably one by itself. Any takers?" Clint points to one, the largest one. "That one, sir, it's heading away from the others and only a few miles away from here," He reports. Roger nods.

"Alright, let's go!"

**Peter's Position…**

Peter gestures to Silver to come out. Ben seems to be taking this rather well. "I thought I had one. I'm getting faded memories of a bunch of people referring to an 'older brother'," He tells Peter. Silver shoots Peter a questioning look. "He's my brother. Long story short, he was brainwashed by Hydra as an infant and from the sound of it, killed Fury. Though not by his will. I think we might want to get moving," He says. Suddenly a new voice comes out. "I think not," A harsh, rasping, mechanical voice says. The three turn around to see something that should be in a nightmare. A tall man with mechanical feet and a left hand. His whole right arm having been replaced as well. His face is covered with the right half being underneath three binocular-like devices and the left only showing a pale blue eye. This is a mask, however.

"After all, I would hate to think that I made it here for nothing," He says, his tone making it plain that his mouth underneath the respirator is sneering. A large shadow falls as a massive flying mechanical lobster-like machine appears overhead, spilling out thirty Hydra soldiers who form a circle around Peter, Silver, and Ben. "Hold your fire. I shall deal with this scum myself," The man orders. The soldiers do not fire but keep their rifles at the ready.

Without warning the man lunges at the group with startling speed. Ben is knocked backwards off his feet, while Peter and Silver barely manage to avoid them. Silver quickly draws out to Markova PM pistols and starts firing at the man, who despite being half machine, deftly avoids the lead. Peter tries to deliver a punch but has an uppercut that knocks him onto the hood of a nearby car. He groans and tries to get back up as the man walks towards him.

Suddenly the man roars in pain as Silver fires a bullet that grazes his left arm. "You stupid bitch. Let me show you what a true gun is," He growls. Peter watches in shock as the man's right hand morphs into a gun. He spins around and aims at a stunned Silver.

Time slows down for Peter. "NO!" He vainly shouts as there is a loud crack. Silver crumples to the ground in pain as the bullet goes through her leg bone, shattering it. "Oh-ho! So this lady means something to you?" The man chuckles darkly as he pulls her up by grabbing her silver hair. "Then you will watch her die," he says as he lifts her in front of Peter. Peter watches helplessly, remembering the death of Uncle Ben and Aunt May. As she tries to mouth something, the man fires the arm-gun again. The bullet flies through her heart and kills her.

"NO!" Peter screams, trying to get up. The man let's go of Silvers limp body and reloads his gun. "One down, one left. Any last words, Parker?" He sneers as he levels the gun at his face. "Yeah. Fuck you, asshole!" Peter says defiantly. The man aims the gun and is about to fire when a blur of black and red smashes into him. "You won't hurt my friend!" The woman says. Peter slightly grins in spite of himself. Natasha delivers another punch that knocks the man down and helps Peter up. Suddenly, the Hydra soldiers start shouting as they are attacked. "Get Peter and Ben out of here Natasha. Take Clint and meet at the rally point with Logan and Banner!" Roger shouts. Clint survived? That's great. I see out of the corner of my eye Clint picking up the unconscious form of Ben Parker.

The man roars and ducks below, dodging a punch from Roger. "ANOTHER TIME, PARKER! THERE CAN ONLY BE ONE!" He shouts. "Hydra, retreat," He says as he and his men climb up ropes and re-enter the large robotic lobster. Then Parker blacks out.

**Inside the Leviathan…**

The man seethes. A hydra soldier nervously asks a question. "Should we pursue?" The man shoots him as a reply. "Anyone else?" He asks rhetorically. When no one answers, the man patches in t contact Madame Hydra. "What is it, Kurgan?" The man lowers his head. "The Parkers escaped," He rasps. "I did manage to kill the one named Silver, so I expect to meet at least Peter again," He reports. "That was expected. Commence your attack on the city. Madame Hydra out." The man, known as Kurgan and second-in-command to Hydra, looks around. "Well, what are you waiting for? Rejoin the fleet so we can begin our assault!" He orders as he sits back in his chair.

**Yeah, I probably made some of you made about abruptly ending the whole Peter/Silver relationship. But I did it for several reasons. One, I prefer the whole Peter/Natasha pairing. Two, it creates drama. And three, well, you'll find out next chapter. Also, Wasp 's appearance is the ones from the Avengers: Earth's Mightiest Heroes, mainly because I like how Wasp looked in that version. Until next time, HAIL HYDRA! (Just kidding. As always though, enjoy and leave a review!)**


	9. Chapter 9

**Chapter 8: Love, Reunion, Guests, and Darkness**

**MorgothII: Hello, hello, hello again comrades! It been too long. Hahahaha, sorry, I just wanted to do a Russian accent. They're so awesome! Anyways, welcome to another chapter of Night of Requiem. In this chapter, choices will be made, new allies will be found from the most unlikeliest of places, and Peter and Natasha ****FINALLY****get to deeper relationships. Enjoy!**

**A Few Hours Later…**

Peter blinks his eyes open to see an unfamiliar room. But a very familiar face. "Natasha?" He asks. She smiles. "Yes, Peter. Are you okay? You took quite a beating," She asks. Peter nods. "What about Ben?" He asks, concerned about his newly-found younger brother. Natasha gives him a faint smile. "He's fine. Was only out for about fifteen minutes. Sorry about Silver. She didn't make it," She says, hiding the fact that she is saddened. _I guess he does only thinks about me as a friend. A good one, but a friend nonetheless._ "I'll go tell Rogers that you're up," Natasha says as she starts to head out of the room.

"Natasha. Wait," Peter says just as the redheaded Russian is about to head out the door. She stops and turns around. "Yes, Peter?" She asks. Peter hesitates for a brief moment, then sighs. "I've been wanting to tell you this for some time Natasha. Pretty much since six years ago when I met you. I-I love you Natasha," Peter says then looks away. He hears her footsteps as she comes closer. "Peter," She says and looks at her. "I've been wanting to hear that for a very long time too. Because I love you, too," She says as she leans forward and kisses him. Peter's eyes widen for a second then he matches her kiss with equal passion. They break away for a second. "Do-do you want to go further?" Peter asks, a bit nervous. Natasha blushes slightly at this. "Of course Peter. Right now life is short, my love. And we should enjoy it as much as we can," She tells him as she reaches for the zipper to her jumpsuit.

The two young lovers are interrupted by a cough. They look to see Logan, Bucky, and Clint standing in the doorway. Bucky's and Clint's expressions are ones of shock and slight embarrassment. Logan's, however, is one of a smirk of some sort. "Took quite a beating, kid. Didn't expect you to get up and almost start making love," Logan says with a slight laugh. Peter and Natasha blush fiercely. When the mutant stops laughing, he looks at them. "Rogers wants to see you two. You won't believe who is here right now. Oh, Parker, by the way, your brother Ben, I like him," Logan says as he walks out with Bucky and Clint, who has recovered from his shock and shoots Peter a sly wink.

When the group gets down to the lobby of the hotel they are 'borrowing', they see that everyone except for Rogers is standing around. Ben walks over. "Hey bro," He says as he pulls out a cigar. He pulls out a second one and offers it to Logan. "Havana?" He offers. Logan takes it and smells it experimentally. "Sure," He says as the two light the cigars and start smoking. Peter glares at them, along with some of the others in the room since their smoke makes the air smell foul in the room.

Rogers then walks in with two people. Everyone in the room, minus Ben, stop what they are doing and gasps. The first person is a girl in her mid twenties with long blond hair, green stockings and skirt, and a low top that reveals her impressive breasts. It is Thor's old opponent, Amora the Enchantress. The other is even more shocking, an eight-year old boy. "Rogers, you are out of your mind. Bringing a kid into this, let alone an enemy?" Logan says as he walks over to kid.

"Hi there. What's your name kid?" He asks, slightly mockingly. The response is quite shocking. "Speak to me like that again, and your claws will be driven into your heart," The boy warns in a voice that has not been heard by anyone. It is both young and old, high and deep. Logan scrambles backward. "What the fuck?" Roger coughs a laugh. "Meet our other new companion. He says he wants to be known as-" Roger is interrupted by the boy. "626. That is what I will be known as."

Peter nods. "So, 626, what can you do?" He gasps as he faces an exact copy of himself standing right where 626 was standing. Then 'Peter' changes into Rogers, then back to the boy. "I am a shape shifter," 626 says simply. Peter then turns to Rogers. "Sir, I understand why 626 is here, but what about Amora? I thought she was a villain," Peter asks.

Rogers nods. "It's true she was. Now she wants to help, for various reasons," He says in a tone that indicates that she is mainly helping, at least for now, so as to avenge Thor since it was pretty well known among everyone present that Amora carried a torch for Thor. Clint cautiously speaks up. "Help us, how?" He asks. Before Rogers can answer, though, Amora speaks. "What he says is that I know more about this new weapon Hydra has then any of you mortals," She says in a slightly arrogant tone. 626 looks at him and his child form eyes glow. "MORTAL?! YOU DARE CALL ME A MORTAL?! I HAVE RIDDEN THE TORNADO! FILLED THE EARTHQUAKE WITH FEAR! I AM NO MORTAL, NOR GOD! I AM MUCH, MUCH MORE!" 626 bellows. Rogers steps between the two. "That's enough, both of you! If we are to win, we must stop in-fighting and stand together. Is that clear?" He demands. The two both nod, though 626 still glares daggers at Amora.

"Good. Then what is it about that so-called 'Leviathan' Hydra has been using?" Rogers asks the blond enchantress. "It is an ancient machine, long ago forged by the people you refer to in your myths as Atlantis. It is a weapon of war, designed to have conquered countries just by its sight. Its weaponry was, and still is, advanced to this day. I can help you stop it, in return for granting me vengeance for Thor's death," Amora offers. Rogers looks at everyone and seeing overall agreement, nods to her. Peter then turns to the shape shifter 626. "And what do you want?" He asks cautiously. The shape shifter chuckles creepily. "Oh, you will find out eventually. Suffice to say for now though, I am looking for a score to settle," 626 says cryptically.

Any further discussion is interrupted by the sound of gunfire. "What is that?" Wasp asks. Peter and Natasha head to a window to see a group of S.H.I.E.L.D. soldiers heading towards the hotel. "We've got company!" Peter shouts. "I think S.H.I.E.L.D. really is angry! What do we do sir?" Peter asks. Rogers sighs. "Well, we got to fight. Try not to kill and the goal it to get out. Stay together and let's go!" He shouts. Peter brings Natasha closer. "Try not to get killed, dear. I just found you," He tells the lovely redhead. She grins. "I wouldn't dream of it," She replies. With that, the group charge out the door just as the ground starts shaking violently.

**Elsewhere…**

Deep, deep, deep underground a screen turns on. "Report," A deep, metallic voice echoes. A man dressed as a ninja stares at him. "Master, we are getting cut to pieces. Hydra has a new weapon that flies and shoots some sort of laser. We are unable to make anymore gains," The man reports, a bit nervous. "What are your orders?" He asks. The voice echoes again. "Stand your ground," The voice says as he turns off the screen.

In the gloom, the vague outline of a massive figure appears, sitting on a throne. "So, Hydra has a new weapon. How shall I counter it?" The voice ponders. "Must I release those who should never see the light of day?" The thud of a heavy foot is heard, followed by another one, and another one as a titanic figure appears. He is a mixture of machine and biomechanical tissue. On his face is a black mask and in his right hand a massive, two bladed staff. "Very well, then. Hydra has forced my hand," He says as he stops. "ARISE, MY MESSENGERS OF DEATH! OUR TIME HAS ARRIVED!" He shouts in the darkness. A chattering sound is heard, followed by hundreds more, until the entire chamber is filled with it. Movement starts to appear in the darkness. "The day draws near, the ground quakes, the shadow rises, and the swarm has been unleashed. Soon, Hydra will fall, and I shall rule all!" Makuta, lord of shadows and leader of Hand, cries out.

**And done! Another chapter finished! I bet you never saw that part coming! Again, in addition to what the Leviathan is from, I will also mention whoever manages to correctly name what the newest villain is from.**


	10. Chapter 10

**Chapter Nine: Fighting and Discovery**

**Horned King II: Hello again! I have a poll for all viewers. Should Peter and Natasha make love in the next two chapters or towards the end? The choice is yours! Just leave a review with your choice!**

The fighting between the ragtag group that Peter has joined and S.H.I.E.L.D. soldiers continues even as the ground continues its violent throes. Peter punches a soldier in his visor and knocks him cold. "What the fuck is this?" He shouts to Natasha. The redheaded Russian ducks a punch and kicks a soldier in his face, sending him flying backward. "I don't know, my love. I fear we may soon find out," She tells her lover. True to her words, the ground briefly stops shaking. All fighting stops and everyone stares at the ground.

Then a metal object punches through the ground. Everyone watches in mute horror as a mechanical figure, about ten feet tall, step out. It is black, with green eyes. It emits a shrill shriek. Then dozen more claw/shields break through the earth as six more black ones climb out. Then a huge area collapses behind them, the road forming a ramp. Hundreds of the odd creatures march out; black ones along with ones of red, green, brown, white, and blue as well. The creatures stop and part to make room for six more to walk forward. These one are the same as the others, one red, one brown, one white, one black, one green, and one blue. However, their shields are of different shapes, as well as the six have not the same transparent screen covering their foreheads. The red one steps forward. "We are the Bohrok-Kal," It hisses. "We are the generals of the Bohrok swarm. Step aside, you are not our enemies. Resist us, and you become so," It hisses threateningly.

A S.H.I.E.L.D. soldier steps forward. "Who are you to command us, creature?" He sneers. The black one steps forward. "Then feel the power of the Bohrok-Kal!" It snarls as it raises it's shield and points it at the soldier. Before everyone's eyes, the man lifts into the air and his body collapses in on itself. A second soldier points his gun but before he can fire, the blue one moves one of its shields and the gun is suddenly yanked from his hands. The white one points its own shields at him and, with the faint sounds of crackling and popping, he falls to his floor covering bloodied ears. He can barely recover when the green one creates a vacuum and the poor, nearly breathless soldier is finally incinerated by a ball of pure plasma shot from the shield of the brown one. As the torture was commencing, the group leaves the stunned soldiers in a hasty retreat. Barely are they out of sight when the red one creates a wave of electricity that fries all the soldiers.

A blue one, one of the Bohroks, sends a telepathic signal to the red Bohrok-Kal. "_Others are escaping. Should pursue?"_ It asks for the mask-like thing underneath it's forehead. "No, let them run. Our master has given us a mission, one we must complete," The red one hisses.

**Later…**

Peter and the rest of his group finally stops running when they have put up a good mile or so. "What the hell was that?" Logan pants. Everyone turns to Amora, but she shrugs. It is 626 that answers. "Bohrok," The shape shifter says. Clint looks at him. "What?"

"Bohrok. An ancient evil that has not walked the surface since the time before time. Six deadly breeds. Gahlok, the deadly masters of the ocean water. Tahnok, the fiery demons. Kohrok, creatures of the chilly lands. Nuvhok, diggers of the underground. Pahrak, destroyers of stone. And perhaps the deadliest of them all, Levhak, wielders of deadly acid," 626 says. Peter looks at him as Natasha speaks. "And those six? The ones who had spoken?" She asks.

"The Bohrok-Kal. One of each breed that serve as the general for each of the six. Tahnok-kal, the head general and calculating warrior, wields the power of electricity. Gahlok-kal, second-in-command and resourceful, uses magnetism. Kohrok-kal is the sadistic master of sonic. Levhak-kal, master of the deadly vacuum and just as deadly in wanting to see how long you can hold your breath. The power of plasma is controlled by arrogant Pahrak-kal. And the very strength of gravity answers to Nuvhok-kal, possibly the most dangerous."

Rogers turns to the shape shifter. "How do you know all this?" He asks. 626's child form flickers as a new one appears. It is scarlet, standing on two massive legs that end in claws and each one having a sickle toe/claw. It's long tail ends with a wickedly looking spiked club. It's arms end in claws that make Logan's claws like toothpicks. It's wings move slightly as if to catch a non-existent breeze. At the top rests a crested head, with fangs. It's yellow-green eyes stare at the awed group, who are mainly shocked by a lack of overall organic material. "How do I know? Because I have fought them since the day they stepped onto the earth. You gaze upon the true form of 626, the shape shifter," It says as it changes back to it's child form. "Wow. With this job, I am truly seeing random things again and again, eh Bucky?" Clint says, turning to Bucky…

Only to find that he is not there. Peter looks around. "Hey, where is Bucky?" He asks. Everyone else looks around, trying to find him to no avail. "Well, if he's missing, we can only hope to see him again," Roger says sadly. The group nods in reluctant agreement. Ben speaks up for the first time since the attack had begun. "Wait, you told us who is the leader of the swarm, but who controls Tahnok-Kal?" He asks. 626 sighs. "_When the light has fallen, and the shield damaged, beware the Beast, beware the Titan. The Beast will rise and force the hand of the Titan. Beware his sons, beware the generals, and beware the sleeping horde. For if it is wakened, and the Beast is copied, the world may fall under the shadow. And all shall be razed by him,_" 626 recites. "That was an ancient prophecy, when the world was in its beginning and the swarm was sleeping, this was a warning to your earliest ancestors. I had prayed this day would never come."

Peter looks up. "Oh? And what is that day?" He asks curiously. Again 626 sighs. "The day of the Shadow, the day of Makuta, the master of shadow, leader of Hand, and my brother and enemy," 626 says. Now the whole group stares at him. Then Logan laughs mockingly. "Makuta?! Oh, that's a good one! Look out, world! I am the Makuta! Fear me!" He laughs again when a new sound is heard. _"__HE IS CORRECT ABOUT THAT LAST PART," _A deep voice rumbles. Everyone looks around trying to identify the source. Natasha is the first one to speak. "Who are you?" The ground rumbles. _"__I...AM MAKUTA,"_ The voice echos. Rogers now takes over. "Show yourself!" He demands bravely. A horrible laugh rumbles. _"__YOUR ATHOURITY IS DUBIOUS. BUT I AM NOT HERE, NOR WILL I TELL YOU WHERE I AM. I HAVE COME ONLY TO GIVE YOU A MESSAGE: STAY OUT OF THIS. THIS DOES NOT CONCERN YOU. RESIST, AND YOU SHALL PERISH WITH HYDRA!" _The voice echoes out. The group is silent for a moment.

"What the bloody fucking hell was that?!" Logan demands. 626 shakes his head. "That, you imbecile, was Makuta. Or rather, his voice. And that was the easiest thing he could have done. If you want to live, human, you will stop provoking him any more than is necessary and listen to your orders that are given to you," The shape shifter says firmly. Logan starts to protest when Wasp stops him. "Logan, do us all a favor, and shut up for once before you get us all killed!" The normally calm and cheerful woman says forcefully. For once, Logan just does what he is told to do. "Good, glad to have that all settled. Now, I think we may want to move out. If those S.H.I.E.L.D. soldiers mean anything, it's that Carter really wants us either captured, or dead. So for right now, I think that we should find somewhere else to spend the night," Rogers says.

Peter and Natasha both blush at what Logan says next. "We might also find a clean room with a bed and a lockable door for our two love birds here that got caught before they could begin," The mutant says with a smirk. Amora shakes her head as she stands by 626. "Ugh. Mortals and their silly antics," She sighs. 626 shakes his head. "Really? You're telling the one who spent all this time protecting them that they have silly antics?" He says in an ironic joke. Amora just rolls her eyes at 626 when she focus on Ben. "Although, one of them is quite dashing enough for me to try one of their antics," She says with a slight smile. 626 shakes his head and moves off, muttering to himself about female Asgardians and their hormones.

**At makeshift S.H.I.E.L.D. HQ…**

Sharon Carter, self-appointed leader of what was left of S.H.E.I.L.D., stands frustrated. "And our squad was WIPED OUT, _BY BUGS?!" _She demands furiously. There are only a few people with her in the room. The poor agent who had told her what had just happened nods shakily. "And Rogers and the others escaped too? Damn it, we need to kill them," She seethes. "Oh, and what's going to stop me from stopping you?" Challenges Luke Cage. His wife had died a few hours ago and now he is furious about learning that is friends are at risk of being killed. "I wish you hadn't learned about this, but oh well. Proceed your way to oblivion," She sighs. Luke looks confused when a bullet goes through his chest. He looks down in shock at the bloody hole that has just formed. "I had the armory work on making a bullet capable of going through your skin in case you ever decided to go 'rouge'. Adios, traitor," She says with a sneer. Luke just stares at her a second bullet goes through his forehead making a neat, hole and killing him.

Carter speaks to the shooter. "Nice timing, agent. And thanks for giving the tip on where to find them, even if it did result in a failed attempt." A figure walks in, the light revealing him to be none other than Bucky. "Of course, Director Carter," He says with a salute to her. Carter nods in approval. "Keep up the good work, and you won't regret it. Now, someone clean this mess up now," She orders one of the agents inside the makeshift HQ.

**Aboard the Leviathan…**

The man whose title is the Kurgan seethes in agony. He was walking to his seat in the bridge when he collapsed to one knee. A Hydra sailor walks up to him. "Sir, are you okay? Maybe you need to sit or lay down for a bit," He suggests. This infuriates the Kurgan. "I do not need to sit down. I am not weak," He snarls as he grabs the luckless man's head with his mechanical right hand and crushes it into a bloody pulp. "I am never weak! All of you will do wise to remember that!" He continues snarling as he tosses the now headless Hydra sailor away. Furious, the Kurgan turns around and leaves the bridge.

He walks to a special chamber that only he can access from the outside. He enters it and locks the door. It is a chamber that allows him to remove his respirator. He does so, revealing a horribly scarred mouth and lower face. His pale blue eyes glare at the empty chamber as his greasy jet black hair falls behind his ears. He activates a secure and private link to Madame Hydra. "Yes, what is it, Kurgan?" He grunts in greeting. "It's been getting worse. Unless we can find a way to either slow it down or completely stop it, I will be able to continue serving you for a few more months, at most six," He informs her. As it is just the two of them talking and listening, the Kurgan's normally harsh, grating tone is gentle, indicating that fact that the two have been in love for some time.

"Fear not, my dear. I have been working day and night. Now I have been told that all we really need is a sample of the S3 S.H.I.E.L.D. has used," The female leader of Hydra tells her lover. "Thank you, my love. I also have some bad news. It seems that Makuta and Hand have unleashed the swarm. The prophecy is starting to unfold," Kurgan warns her. She hisses in frustration. "Very well, keep me updated on the situation. Oh, and if you see the Parkers, you have permission to eliminate the whole group," Madame Hydra instructs the Kurgan. "It will be done, dear. HAIL HYDRA!" The kurgan says, giving the Hydra salute. She returns it as the screen turns off. Kurgan puts back on his breathing apparatus and exits the chamber to return to the bridge. "Seal off the city. No one gets in or out alive and in one piece except for Hydra. Prepare the Leviathan to hunt down the Parkers. Kill the whole group, but leave Peter and his 'girl' for me on the promise of death in a way you will feel pain you could never believe!" He commands the now fearful bridge crew.

**Makuta's Underground Layer….**

Makuta ponders on what he has found out. _'__So, my annoying brother is still awake? And now the prophecy is starting. I will not yet order the swarm to attack. Yet. Let Hydra become the true villains and then have Hand become heroes and defeat Hydra and then slowly start to rule these pathetic mortals.'_ With that, Makuta laughs at his master plan as he gives his new orders to his minions, telling them to attack only in defense. "If you thought the war had begun, and the worst was over, you are wrong. It has only just begun," The master of shadows laughs to himself.

**Horned King II: Hello again. I am hoping that you all are enjoying the story. I think I should warn all my followers and readers, you will probably not see more of my story's plot ahead of my published chapters unless I say what will happen. But I want to take a moment to thank all of you for enjoying this story that I have picked up on continuing. As always, both enjoy and leave a review! Until next time, friends.**


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